Bret Bailey v. Mount Diablo Unified School District

[4] 5 IN THE UNITED STATES DISTRICT COURT 6 FOR THE NORTHERN DISTRICT OF CALIFORNIA [7] 8 BRET BAILEY, Case No. 24-cv-00188-CRB 9 Plaintiff, ORDER ON OFFER OF 10 v. JUDGMENT 11 MOUNT DIABLO UNIFIED SCHOOL DISTRICT, [12] Defendant. [13] Plaintiff Bret Bailey filed a notice of acceptance of an offer of judgment by [14] Defendant Mount Diablo Unified School District. Notice (dkt. 55). In the notice, Plaintiff [15] sought to take advantage of an ambiguity that the offered $20,000 sum was not inclusive of [16] fees and costs. Id. at 2. While the offer initially states that the sum was inclusive of fees [17] and costs, a later paragraph says that fees and costs would be “determined by the court.” [18] Offer (dkt. 55-1) at 2. Defendant disagrees with Plaintiff’s reading of the terms and [19] contends the offer was “expressly limited to the payment of the sum of $20,000, which [20] includes costs and attorneys’ fees.” Objection (dkt. 57) at 2. Plaintiff counters that [21] Defendant created the ambiguity and that it must be construed against them. Response [22] (dkt. 58) at 4. [23] The Ninth Circuit has “repeatedly emphasized that Rule 68 offers of judgment are [24] ‘analyzed in the same manner as any contract.’” Miller v. City of Portland, 868 F.3d 846 , [25] 851 (9th Cir. 2017) (quoting Erdman v. Cochise Cty., 926 F.2d 877, 880 (9th Cir. 1991)). [26] “When construing a contract, federal courts look to applicable state law.” Sloan v. Verily [27] Life Scis. LLC, No. 24-CV-07516-EMC (EMC), 2025 WL 2597393 , at *5 (N.D. Cal. Sept. 1 || 8, 2025). Accordingly, this Court will apply California contract law. And under 2 || California law, there is “no contract until there has been a meeting of the minds on all 3 || material points.” Am. Emps. Grp., Inc. v. Emp. Dev. Dep’t, 154 Cal. App. 4th 836 , 846 4 || (2007) (emphasis in original). “Mutual intent is determinative of contract formation 5 || because there is no contract unless the parties thereto assent, and they must assent to the 6 || same thing, in the same sense.” Id. (internal citation omitted). 7 The Court determines no valid contract was created from the Rule 68 offer because 8 || there was a lack of mutual assent. The Court identifies two ways to read the offer terms. 9 || First, the phrase “determined by the court” could be viewed as having the Court determine 10 || reasonable fees and costs within the $20,000 sum. And second, the differences in the 11 || paragraphs could functionally create two separate offers—one that caps at the $20,000 sum 12 || and one that is $20,000 plus fees and costs. Under either interpretation, Plaintiff did not 13 || agree to the same material terms that Defendant intended to offer. C 14 Accordingly, the parties are ordered to meet-and-confer to discuss whether another 15 || Rule 68 offer is warranted. In the interim, the Court will stay briefing on Defendant’s 16 || Motion for Summary Judgment (dkt. 53). 5 17 IT IS SO ORDERED. 18 Dated: October 28, 2025 L. K CHARLES R. BREYER 19 United States District Judge