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ORDER GRANTING 

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UNITED STATES DISTRICT COURT

WESTERN DISTRICT OF WASHINGTON

AT SEATTLE

THOMAS A. WEBER, 

Plaintiff,

v.

WARNER MUSIC, S.P., INC., et al.,

Defendants.

Case No. C05-1706RSL

ORDER GRANTING 

MOTION TO QUASH

This matter comes before the Court on defendants’ “motion to quash plaintiff’s notices of

acceptance of offer of judgment and plaintiff’s direction to clerk to enter judgment” (Dkt. #160). 

On June 8, 2006, the four defendants in this case submitted an offer of judgment to

plaintiff that stated, “The above Named Defendants offer to allow judgment to be entered against

them or any one of them in this matter for the sum of Thirty Thousand Dollars ($30,000.00),

including costs incurred to date.” Sixth Declaration of Randolph Gordon (Dkt. #161), Exs. 1-4. 

Plaintiff responded to the offer of judgment by filing four separate pleadings on June 15, 2006;

each one was titled his “Notice of Acceptance” of an individual named defendant’s offer of

judgment. See, e.g., id. at Ex. 1 (“Plaintiff’s Notice of Acceptance of Defendant Warner Music

SP’s Offer to Allow Entry of Judgment”). Plaintiff requested that the Clerk of the Court enter

judgment in the amount of $30,000 against each one of the four defendants. Defendants

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ORDER GRANTING 

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promptly filed this motion seeking to quash the notices and arguing that there has been no

meeting of the minds because plaintiff’s acceptance and demand for four payments of $30,000

does not match the offer of a single payment of $30,000.

The “usual rules of contract construction” apply to Rule 68 offers of judgment. See

Nusom v. Comh Woodburn, Inc., 122 F.3d 830, 833 (9th Cir. 1997) (internal citation and

quotation omitted). Therefore, ambiguities are construed against the drafter. In this case,

however, the offer is not ambiguous. Defendants, collectively, offered $30,000 in exchange for

a judgment against them or any one of them, not a total of $120,000 as plaintiff suggests. Courts

also recognize that “in general, defendants making a Rule 68 offer contemplate a lump-sum

judgment that represents their total liability.” Id. 

Plaintiff argues that Rule 68 is mandatory, and the Court lacks discretion to grant

defendant’s motion to quash. Although a court lacks discretion to do anything other than enter

judgment once a Rule 68 offer of judgment has been accepted, in this case, defendants’ offer

was not accepted. Instead, plaintiff purported to accept an offer defendants never made, so there

was no meeting of the minds. Therefore, the Court has authority to refuse to enter judgment on

the non-existent agreement. See, e.g., Johnson v. Univ. College of the Univ. of Alabama, 706

F.2d 1205, 1209 (11th Cir. 1983) (affirming district court’s order striking the acceptance of an

offer of judgment; explaining that for a valid Rule 68 agreement to be formed, there must be a

“meeting of the minds” under traditional contract law principles).

For all of the foregoing reasons, the Court GRANTS defendants’ motion and quashes

plaintiff’s notices of acceptance of defendants’ offer of judgment. The Clerk of the Court shall 

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ORDER GRANTING 

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not enter judgment as requested by plaintiff’s “Notices of Acceptance of Offer of Judgment.”

DATED this 28th day of June, 2006.

A

Robert S. Lasnik

United States District Judge

Case 2:05-cv-01706-RSL Document 167 Filed 06/28/06 Page 3 of 3