BY: ARJUN HAIR 

In 1994, Walt Disney Pictures released the instant-classic Christmas movie, The Santa Clause, inadvertently introducing the world to the often confusing but ever-so-important area of contract law.

If you haven’t seen the film or either of its two sequels in the 26 years they have been available, consider this your spoiler alert.

In the first act of the film, Scott Calvin (Tim Allen) runs outside after hearing a clatter on his roof. He sees Santa Claus on top of his house and yells at him, startling poor Santa into falling off of the roof and disappearing. All that remained was the famous red suit and Santa’s business card, on the back of which read the words “If something should happen to me, put on my suit. The reindeer will know what to do.”

Scott then puts the suit on to appease his son, unknowingly agreeing to be Santa Clause forever, or until something happens to him (like falling off a roof).

At the North Pole, the head elf, Bernard (David Krumholtz), explains to Scott that by putting on the suit he agreed to the Santa Clause, as in the contract written as fine print along the border of the card. The contract reads (in print so fine it requires a magnifying glass):

“ln putting on this suit and entering the sleigh the wearer waives any and all rights to any previous identity, real or implied, and fully accepts the duties and responsibilities of Santa Claus in perpetuity until such time that wearer becomes unable to do so by either accident or design.”

For those worried parents concerned about ending up in the same position as Scott Calvin, fret not because this contract is not enforceable in the slightest.

A contract requires the following elements:

• Offer and acceptance;
• Intention to create a legal relationship;
• Consideration;
• Certainty; and
• Privity

Even when all of those elements are there, there are a number of other issues that could cause part or all of a contract to be unenforceable.

Offer and Acceptance

In the movie, the offer is sort of made in the presentation of Santa’s card, but since the contract is in such tiny print its debatable that Scott Calvin really received the offer at all.

Acceptance was the point that Scott and Bernard debated during Scott’s first trip to the North Pole. Scott insists that he did not agree to the contract, and Bernard insists that he accepted by putting on the red suit and getting in the sleigh.

Perhaps surprisingly, Bernard is right. The contract is “unilateral”, which means its possible to accept the terms simply by doing an action that triggers acceptance. A common unilateral contract you might see is a “missing dog” poster that offers a monetary reward. If you find and return the dog, you have entered a contract with the dog’s owner and are entitled to the reward.

Scott did the actions that trigger acceptance for this unilateral contract, but that does not mean it is enforceable. Scott did not know about the contract, so he did not intend to agree to it.

Intention to Create a Legal Relationship

The intention requirement is pretty straightforward. All parties to a contract must intend on entering a legal relationship that holds them all accountable if the contract is breached. Scott did not know about the contract so he could not have intended to enter a legal relationship.

Consideration

When it comes to contracts, there needs to be consideration flowing both ways. Put in normal words, all parties need to be receiving some sort of benefit.

One party gets the benefit of having a successor to the previous Santa, but what does Scott get? You could say that Scott’s benefit is getting to be Santa, which is admittedly pretty awesome. Would you accept a contract that says you have to be Santa forever, and in exchange you get to be Santa forever?

Certainty

The certainty requirement means that the parties need to have a reasonable idea of what they are agreeing to. Let’s assume Scott saw the contract and agreed to it on purpose. The contract is so vague that it would be pretty much impossible to enforce.

The contract requires Scott take on the “duties and responsibilities of Santa Claus” but doesn’t explain what those might be. Everyone knows the main things, like checking the list twice, delivering presents, eating cookies, etc. but what else is there? Cleaning the reindeer? Paying the elves? Mall meet-and-greets?

The contract also binds Scott to performing these duties “in perpetuity” until he is “unable to do so”. This is also very vague – would catching the flu count? What about a scheduling conflict?

Even if Scott Calvin wanted to accept the contract, it would be unenforceable because it is too uncertain.

Privity

The idea of privity is that only the parties of a contract can try to enforce it. That brings up the question of who the parties are in this situation. We have Scott Calvin on one side, but who is the other party? Maybe its more than one party?

The previous Santa disappeared after falling off Scott’s roof, so it could be his estate. Some due diligence would need to be done to figure out exactly what his estate looks like and who is in charge (probably Bernard).

The other party could also be with Santa’s workshop, assuming its some sort of organization that is legally able to enter contracts.

Since we know Santa’s workshop is in Canada, with an address of North Pole, Canada H0H 0H0, it’s possible the workshop is a federal corporation. If this is true, the directors of the workshop could sue Scott to try and enforce the terms.

There is no real way to figure out who the other parties are to the contract since the contract was not signed and it did not list the parties.

The Bottom Line

If Scott Calvin decided he did not want to be the new Santa Claus and he was sued for it, he would almost certainly win that battle. He did not mean to accept the contract, the terms of the contract are too vague, he does not receive any consideration, and it is not even clear who the parties are.

If you find yourself the unwilling successor to Santa Claus, or if you have any other contract issue, contact our team at Kane Shannon Weiler LLP.

From everyone here, we wish you and your family a safe and happy holidays, and a very merry Christmas!

Note to our Readers: This is not legal advice. If you are looking for legal advice in relation to a particular matter, please contact us.