South-Western Legal Studies in Business

Contract May Not Be Cancelled Due to Later Dispute Over Meaning of Key Term
Description Appeals court held that a contract that called for payments based on the number of impressions or hits on an advertisement could be subject to various interpretations, but the contract left the method of count to the seller, who followed one industry standard. The buyer could not later complain and cancel the contract.
Topic Contracts
Key Words Unclear terms; Industry standards; Internet
C A S E   S U M M A R Y
Facts Go2Net agreed to display advertisements for C I Host on websites in the Go2Net network. Go2Net promised to deliver approximately 3,000,000 "impressions" over 12 months for $286,100. The term impressions was not defined in the contract, but is understood to mean a measure of responses from an ad delivery system, such as the number of clicks or times a viewer clicks on a banner advertisement on assorted websites. The contract stated that in the event of a dispute, Go2Net's count would stand. There are various methods used to count impressions, but no industry standard. C I Host, not happy with results, cancelled the contract after two months and paid Go2Net nothing. Go2Net sued for payment. The trial court granted Go2Net summary judgment. C I Host appealed.
Decision

Affirmed. The term impressions as used in the contract clearly included the number of times ads were found by web crawlers or search engines, which did not mean only human viewings. The counting method used by Go2Net is one accepted method of counting in the industry. Had C I Host wanted only certain impressions, such as human viewings, to be counted, then it should have stated such in the contract.

Citation Go2Net v. C I Host, Inc., 60 P.3d 1245 (Ct. App., Wash., 2003)

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