Michael Jordan and Latent Ambiguities

Aubrey Plaza and Michael B. Jordan will be separately hosting the first two shows of Saturday Night Live on January 21 and January 28, respectively, when the sketch-comedy series returns for its 48th season.

As I did my regular-but-not-recommended doomscrolling on my iPhone before getting out of bed this morning, I saw the CNN headline, “Aubrey Plaza and Michael B. Jordan set to host ‘Saturday Night Live.’”

I mean, Michael Jordan is the greatest basketball player of all time, but at 59 years old and retired from the sport since 2003, he seems largely irrelevant to SNL's demographics.

As I read the full story after clicking on the headline, I finally gained my wits and realized that it’s not NBA GOAT Michael Jordan who will be hosting SNL but rather actor, director, and People Magazine’s Sexiest Man Alive Michael B. Jordan. Michael B. Jordan recently appeared in Black Panther: Wakanda Forever and his new movie, Creed III, is slated to be released theaters on March 3.

My confusion between Michael Jordan and Michael B. Jordan (who was named after his father, Michael A. Jordan) reminds me of ambiguities in contracts. (On a side note, wouldn’t it have been funny if SNL’s chief Lorne Michaels had, in fact, booked Michael Jordan instead of Michael B. Jordan? Or what it if a presidential campaign had mistakenly booked Four Seasons Total Landscaping instead of the Four Seasons hotel in the same city for an impromptu press conference?)

Remember that a contract formation requires mutual assent—or a “meeting of the minds.”

But where there is contract language with at least two possible meanings that can lead to different results, there is most often no contract because there is no meeting of the minds.

Whether is there a contract—or not—depends on the awareness of the parties:

If neither party was aware of the ambiguity at the time of contracting, no contract exists unless both parties happened to intend the same meaning. (Think the Peerless ship case here.)

If both parties were aware of the ambiguity at the time of contracting, no contract exists unless both parties in fact intended the same meaning.

If one party was aware of the ambiguity and the other party was not at the time of contracting, a contract exists according to the intention of the party who was unaware of the ambiguity.

Normally, an actual subjective meeting of the minds isn’t necessary when examining mutual assent. Courts typically use an objective test, by which each party is bound to the apparent intention that he manifested to the other party.

However, the objective test doesn’t work where there is a latent ambiguity (i.e., not apparent on the face of the contract). In these situations, the parties’ objective manifestations appeared to be perfectly clear when entering into the contract, but subsequent facts revealed the latent ambiguity afterwards. As a result, it’s necessary to examine evidence of what each party subjectively thought at the time of contracting.