Reasoned Decision and Final Award
Reasoned Decision and Final Award
Reasoned Decision and Final Award
Robert Zeidman,
Claimant,
v.
Lindell Management LLC,
Respondent.
____________________________________________________________________________
accordance with the arbitration clause in paragraph 9 of the parties’ August 10,
Allgeyer, Gary Benton, and David Hashmall. The parties submitted post-hearing
Brian Glasser, Cary Joshi, and Lori Bullock, Bailey & Glasser, LLP, appeared
for Claimant. Alec Beck and Andrew Parker, Parker Daniels & Kibort, LLC
46 (2013) that a Reasoned Award is appropriate in this case. Thus, having been duly
sworn and heard the proof and allegations of the parties, the Panel makes the
Respondent Lindell Management LLC (“Lindell LLC”), claiming he won the Prove
Mike Wrong Challenge contest (“the Contest”) in August of 2021, entitling him to
the contest prize of $5 million. He also claims that, if the Contest rules are
interpreted in the way Lindell LLC interprets them, they are unconscionable.
Finally, he also claims that Lindell LLC violated the Minnesota Consumer Fraud
Act, Minn. Stat. § 325F.69 (1988) by, among other things, creating a contest knowing
it would not declare a winner and failing to provide 2020 election data as promised.
Lindell LLC asserts that Mr. Zeidman simply failed to win the Contest under the
The Parties
Lindell LLC is owned and operated by Michael Lindell (“Mr. Lindell”). Mr.
involved in issues involving election security and with litigation involving election
security.
2
Mr. Lindell claimed he possessed a great deal of data, which he was advised
had been captured from the internet during voting in the November 20, 2020 U.S.
election. He says he believes that the data shows that China had interfered with
internet news sources, and on his streaming channel, Frank Speech. Mr. Lindell
readily conceded at the hearing he does not have the ability to analyze software data
and says that he therefore relied on experts to analyze the data. He says the experts
assured him that the data was real and proved China’s interference with the
election.
Mr. Lindell testified that he was frustrated that his statements about China’s
election interference were not being taken seriously, and so decided to hold a “Cyber
Symposium.” The purpose of the symposium was to provide the data he had to prove
politicians, and cyber experts to attend the symposium, which took place in Sioux
Publications promoting the event said that he would reveal “cyber data and
packet captures from the 2020 November election.” These packet captures and data,
he testified, are like watching a movie of the election data in real time. He said that,
to cyber experts who understand how to read this data – much as someone can read
a foreign language – this data proves interference with the election. Among other
things, it includes time stamps and internet addresses of the sender and receiver
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that can be checked by cyber experts to verify its authenticity. In an interview in
June of 2021, he said that “when we show them these packet captures, we’re gonna
just give them out to all them cyber guys so they can have their own guy go, ‘How
many votes were flipped here in Tampa?’ Here you go. Boom.” He made other
As part of the Cyber Symposium, Lindell LLC also announced a contest called
the “Prove Mike Wrong Challenge” (“the Contest”). The announcement said that
the participants “have one goal. Find proof that this cyber data is not valid data
from the November Election. For the people who find the evidence, 5 million is their
reward.”
At the hearing, Mr. Lindell reiterated that the data he had was like a movie
of the election data, if one knows how to translate it. He further noted that it
couldn’t be altered without cyber experts being able to detect the alteration. That,
Mr. Zeidman learned of the Prove Mike Wrong Challenge. He testified that
he was interested in the claims that there had been interference in the 2020 election
and wanted access to the data as promised to see “history in the making, perhaps to
see an election overturned.” Mr. Zeidman told his friends that he was unlikely to
win because Mr. Lindell would not offer a $5 million prize if Mr. Lindell had not had
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LLC and its consultants as having the right credentials. Entering the Contest was
free, so Mr. Zeidman decided to do so. To enter, participants were required to sign
the Contest rules, which had been provided to Mr. Zeidman after he had traveled to
The challenge presented by the Contest rules was, essentially, to prove the
data presented was not “from the November 2020 election.” Specifically, the rules
provided:
5
Thus, the rules provided that, to win the Contest, a participant must prove
“that the data Lindell provides, and represents reflects information from the
November 2020 election, unequivocally does NOT reflect information related to the
provision, the rules required that a participant provide a written submission that
“proves to a 100% degree of certainty that the data shown at the Symposium is not
The Contest rules focused on the authenticity of the data rather than on what
the data did or did not prove about any interference by China. Per Lindell LLC, this
was done because there were multiple terabytes of data, and it would take months
to analyze and to come to conclusions about interference in the election. Mr. Lindell
testified he was convinced by the cyber experts he hired that he could not lose the
contest because the data he had been provided was genuine election data.
review the data that would be presented to Contest participants. Members of the
Red Team protested that the data was not at all what they expected. They had
expected to be provided with packet capture data that could be examined and
authenticated to evaluate whether the data files provided were genuine or had been
Packet capture data relates to the way computer networks send data. Data
is sent in the form of packets. Packets are small packages of binary data, i.e. 1s and
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0s. They include information that acts like an envelope, specifying the IP address
of the machine that sent the data, the IP address of the recipient, and the dates of
sending and receipt. Included within the packet is the content to be sent, analogous
to the letter or other content in an envelope. That could include text, pictures, or
the like. To facilitate network traffic, many packets must be sent for one message.
These packets are then reassembled on the recipient’s computer or other device
translated for the data to be readable by humans. Packet data is typically stored in
PCAP format. Data that is extracted from the internet in real time would be
expert relied on by Mr. Lindell and a Contest judge explained, “everything on the
The alleged source of most or all the data Lindell LLC received and presented
have captured the data from internet traffic using software tools called Hammer and
Scorecard.
Josh Merritt, a member of the Red Team, explained that none of the Red Team
cyber experts were able to open the files and obtain packets from the data Lindell
LLC provided. 1 Mr. Merritt, in fact, testified that he had advised Mr. Lindell to call
1There was testimony at the hearing that Mr. Merritt had hoped to win the Contest himself,
although he was ineligible to enter because he was a member of the Red Team. He was later
directed to leave the Cyber Symposium because he was suspected of leaking information to
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the Contest off. Mr. Douglas Gould, Lindell LLC’s expert witness, who attended the
Dr. Frank was not a member of the Red Team, but as previously mentioned,
was a cyber expert relied on by Mr. Lindell and served as a Contest judge. He
explained how the data was generally prepared for the Contest participants. First,
he said, there was too much data to provide it all to participants. So, they were
given a “slice” of the data. Second, he testified that he believed they needed to be
sure to avoid providing sensitive private information, which could include passwords
and sign-ins. That could be illegal. Third, he said that they put a “simple cipher” in
place for at least one file to “separate the men from the boys.” That is, to have
the cypher and de-cypher the data, thus demonstrating their skill. Fourth, some
data was presented in encrypted form that apparently could be opened only using
cExtractor, a software tool designed for that purpose. A video excerpt of someone
not provided as part of the Contest data, although it may have been provided in a
On the first day of the Contest, Mr. Zeidman was provided with seven files.
the press. Allegations of Mr. Merritt’s wrongdoing, apparently presented to undermine Mr.
Merritt’s credibility, were all based on second-hand information. His testimony regarding
the data expected is also consistent with the testimony of Todd Sanders, a Contest judge, and
Mr. Gould, both of whom also expected packet data and were disappointed Lindell LLC did
not provide such data.
8
It is unclear who created or named these files. The files were:
1. cExtract.mp4
2. Chinese_SourceIP_HEX.txt
4. FinalReult_2020_HEX.txt
5. rnx-000001.bin
6. Targets_HEX.txt
7. Target_MachineID_HEX.tx
On the second day of the Contest, Mr. Zeidman was given four more files:
1) mx-000123.csv
2) Summary.rtf
3) rnx-000002.bin
4) rnx-000003.bin
After receiving and analyzing the files, Mr. Zeidman believed he would be
able to win the Contest. He wrote and presented a 15-page report explaining his
conclusion that “the data Lindell provides, and represents reflects information from
the November 2020 election, unequivocally does not contain packet data of any kind
and do not contain any information related to the November 2020 election.” The
report also contains exhibits of printouts and the like from the data in support of his
conclusions.
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determined on August 12, 2021, by 8:00 pm CDT by a three-member panel selected
by Lindell LLC. The Contest panel consisted of Dr. Frank, Mr. Sanders, and Kurt
Olsen. Dr. Frank and Mr. Sanders have educational, technical, and practical
says he wrote the Contest rules with input from cyber experts. He was included in
Dr. Frank and Mr. Sanders said they gave serious consideration to Mr.
Zeidman’s report, but concluded Mr. Zeidman had not won the Contest. Dr. Frank
authored a report sometime after the decision on the Contest, perhaps after Mr.
Zeidman filed his arbitration demand. Mr. Sanders provided notes on his decision,
Disappointed in the Contest panel’s failure to declare him a winner and award
Discussion
The issues presented to the Panel for decision are narrow. The first is
whether Mr. Zeidman won the Prove Mike Wrong Challenge contest, so that Lindell
LLC breached its contract with him by not paying him $ 5 million. The second is
whether the Contest rules were unconscionable. The third is whether Lindell LLC
violated the Minnesota Consumer Fraud Act by, among other things, creating a
contest knowing it would not declare a winner and failing to provide 2020 election
data as promised.
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The Panel was not asked to decide whether China interfered in the 2020
election. Nor was the Panel asked to decide whether Lindell LLC possessed data
that proved such interference, or even whether Lindell LLC had election data in its
possession. The focus of the decision is on the 11 files provided to Mr. Zeidman in
The Law
Minnesota law applies to the legal issues in this dispute. Contest rules, ¶ 8
Contests and their rules are evaluated under general contract principles.
Rogalski v. Poker League, No. A10-1067, at 3 – 4 (Minn. Ct. App. Feb. 22, 2011); see
Mooney v. Daily News Co., 116 Minn. 212 (Minn. 1911). A contract was formed when
To succeed on his breach of contract claim, Mr. Zeidman must prove that (1)
a contract was formed; (2) he performed any conditions precedent; and (3) Lindell
LLC breached the contract. Commercial Assocs., Inc. v. Work Connection, Inc., 712
To decide whether Lindell LLC breached its agreement with Mr. Zeidman by
not declaring him a Contest winner and paying him $5 million, the Panel must first
interpret the terms of the contract contained in the Contest rules. At issue are two
key phrases: (1) “prove that the data Lindell provides, and represents reflects
information from the November 2020 election, unequivocally does NOT reflect
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information related to the November 2020 election,” and (2) “whether the submission
proves to a 100% degree of certainty that the data shown at the Symposium is not
The intent of the parties is determined from the plain language of the written
Lexington-Silverwood, 683 N.W.2d 267, 271 (Minn. 2004). The Panel should
but rather by a process of synthesis in which the words and phrases are given a
meaning in accordance with the obvious purpose of the contract as a whole.” Cement,
Sand & Gravel Co. v. Agricultural Ins. Co., 225 Minn. 211, 216, 30 N.W.2d 341, 345
(Minn. 1947); Clapp v. Haferman Water Conditioning, Inc., 380 N.W.2d 838, 841
(Minn. Ct. App. 1986). A contract’s terms should not be construed to lead to a harsh
or absurd result. Brookfield Trace Ctr., Inc. v. County of Ramsey, 584 N.W.2d 390,
Both parties contend that the rules are unambiguous, and no parol evidence
is required for contract interpretation. Lindell LLC argues that one need only
Dictionary means, “connected to” or “about.” It argues that the data need only be
connected to or about the election in some way. For example, it need only reference
12
Mr. Zeidman argues that definition is far too broad and is “neither reasonable
The Panel has determined that the Contest rules are directed to data “from
the election” also referred to as “election data.” The Contest did not require
prove the data presented to them was not valid data from the November 2020
election.
As noted above, Mr. Lindell and his cyber-expert witnesses admitted that
data to be provided from the election was to be in the form of packet data or PCAP
data. 2 This is important, as Mr. Lindell explained, because such data can be
examined by experts based on time stamps, addresses and other information from
Defining data as being merely “about the election” or “relating to the election”
ignores the Contest rules’ reference to data “from the election” and reference to
“election data.” These terms require the data not merely be about the election, but
must be from the election process itself. As admitted by Mr. Lindell, this would be
packet capture data. Thus, if data is not PCAP data, it is not from the election, and
In fact, it would be unreasonable to conclude that any data about the election
2
Lindell LLC emphasized at the closing argument that Mr. Zeidman testified that election
data could be in another form than PCAP data. Of course, that could be true of election data
that was not captured from the internet. It is, however, undisputed that election data that
is captured from the internet, which Mr. Lindell said he would provide, would be in packets.
This is because all data delivered over the internet is in the form of packets, as Dr. Frank
explained.
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is “election data.” Newspaper articles and broadcast news about the election are
that any data file containing those accounts – or excerpts from such a file – would
qualify as election data in a contest. If such data qualified, the Contest would not
Lindell LLC notes that the Contest rules provide that “an alleged or actual
in Lindell's sole discretion.” But there is not, in the Panel’s view, an ambiguity,
discrepancy, or inconsistency to be resolved here, and the parties have both stated
the contract is unambiguous. 3 Thus, the contract is to be construed with due regard
for the intent of the parties as expressed in the language of the agreement referring
As noted, the Contest rules provide that “[t]he three-member panel selected
by Lindell will identify the winners based on their professional opinion that the
submission proves to a 100% degree of certainty that the data shown at the
Symposium is not reflective of November 2020 election data.” The parties agree that
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this arbitration Panel is to now decide, based on the Contest rules, whether Mr.
The Panel will analyze Mr. Zeidman’s alleged proof and the responses of
1. cExtract.mp4
As noted, Mr. Zeidman was provided the, cExtract.mp4 file, Ex. J-8, on the
first day of the Contest. In his report, Mr. Zeidman noted that this file is a video file
information about the November 2020 election. Mr. Zeidman’ s expert witness, Dr.
Lindell LLC’s expert witness, Mr. Gould, disagrees, as did the Contest judges.
He notes the file demonstrates extraction of data. From this, he concludes Mr.
Zeidman should have understood the video showed how to use the cExtractor tool to
decode the data. He further notes that the source code shown in the video, although
Dr. Frank, one of Mr. Lindell’s advisors, testified the cExtractor tool could be
used to decode election data. Mr. Sanders, one of the Contest judges, says he was
able to learn how to use cExtractor from the video and used it to extract data from
.bin files provided to contestants. A .bin file is a binary file. The Panel has not been
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provided with whatever such extraction would have shown, although Mr. Sanders
below, as are the .bin files and Mr. Sanders claimed extraction of data from .bin files.
We conclude that Mr. Zeidman has shown that the cExtract.mp4 does not
This tool could have some role in extracting data from other files, as discussed below.
But standing alone, it does not reflect election data, as the Panel has construed that
term, and it therefore also does not relate to the November 2020 election.
2. Chinese_SourceIP_HEX.txt
This file, Ex. J-15, included hexadecimal data. Mr. Zeidman converted it to
be able to read it. It contains, according to Mr. Zeidman, only IP addresses and
numbers ranking the addresses from high to low. He notes that it is not packet data
because it has no packets and no data. He thus concluded it does not contain 2020
election data.
Dr. Brogioli, concurs that the file cannot contain packet data because it is a
rich text file, once converted. Packet data is transmitted in PCAP files – not rich
text files. The rich text file contains no time stamps, recording of votes, names of
voters, or evidence it contains election data. It is not in a format that a cyber expert
could use to verify that the data was election data. Therefore, it cannot, Dr. Brogioli
addresses in Mainland China . . .” He also notes that “it was alleged on stage at the
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symposium in the presentations that China was a source of election interference
with the 2020 election.” Because the challenge was to prove unequivocally that the
data does not reflect information related to the 2020 election, he concludes Mr.
rules that is unreasonable. He would appear to adopt a construction that if the data
could in some way possibly be about the election, it is election data. But, under our
construction, the rules require that a participant prove that the data provided is not
from the November 2020 election. We conclude that Mr. Zeidman met that
shown that the file also does not relate to the November 2020 election.
Mr. Zeidman found that this file, Ex. J-5, contains a graphic depiction of
voting machines and network connections, which is not election data. Not
surprisingly, it does not appear Lindell LLC claims that this is election data from
the November 2020 election. We conclude Mr. Zeidman has proven this file does not
4. FinalReult_2020_HEX.txt
This file, Ex. J-17, also contained hexadecimal data. Mr. Zeidman was able
to display the file using the same technique as for the file labeled
4
Mr. Gould also contends Mr. Zeidman’s method for interpreting the data was unnecessarily
complicated. This may or may not be true, but it is of little interest here. The requirement is
to prove the absence of election data. The proof need not be made in the easiest or most
elegant way possible.
17
Chinese_SourceIP_HEX.txt, Ex. 15, noted above. Even after he translated the file
perhaps just gibberish. It may be that it was unreadable because a cypher was
placed on the file by those preparing the data for the Contest. In any event, Mr.
Zeidman has shown this file does not include packet data, and it therefore cannot
contain election data, from the November 2020 election. Mr. Gould, Lindell LLC’s
5. rnx-000001.bin
This file is one of three .bin files provided and will be analyzed with the other
two below.
6. Targets_HEX.txt
This file, Ex. J-18, is also a hexadecimal file Mr. Zeidman was able to
translate and view as a rich text file. Upon translation, it did not reflect election
data. More specifically, Mr. Zeidman has shown this file does not contain packet
data, and it therefore cannot be election data from the November 2020 election. Mr.
7. Target_MachineID_HEX.tx
This file, Ex. J-19, is also a hexadecimal file. Again, Mr. Zeidman was able to
translate and view as a rich text file. Upon translation, it did not reflect election
data. More specifically, Mr. Zeidman has shown this file does not contain packet
data, and it therefore cannot be election data from the November 2020 election. . Mr.
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8. mx-000123.csv
This file, Ex. J-13, is a very large spreadsheet. It contains, among other
things, columns with headings that reference dates on or around the election, names
of cities, and “source” and “target” IP addresses, and the names of candidates Trump
and Biden.
Mr. Zeidman noted in his report that the information in the spreadsheet does
not include anything identifiable as packet capture data or the like. Nor does it, he
further notes, provide any information about what the information represents or
how it was obtained. It includes the names of most, if not all, of the Fortune 500
companies.
least part of the spreadsheet has had information added, including headers and
additional columns. But it is unknown who added that information or whether any
numerous inconsistencies that would cause any reasonable person to question its
authenticity.
Mr. Gould testified that the information in Ex. J-13 is something that would
be worth pursuing given the dates involved, IP addresses of polling places, and other
information. He therefore concluded it had data that was related to the election.
But again, Mr. Gould uses a broader definition of election data than the Panel
has concluded is appropriate in this case. Mr. Gould testified that he had expected
Lindell LLC to reveal packet capture data of the sort Mr. Lindell had testified he
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had that would show the election data captured in real time, “like a movie.” Mr.
Lindell LLC admitted that the data to be provided for the Prove Mike Wrong
contestants was to be they type of data that could not be altered without the
alteration being detected by cyber experts. But the mx-000123.csv file just contained
In short, Mr. Zeidman showed that the mx-000123.csv file is not from the
election and that it therefore also does not relate to the November 2020 election.
9. Summary.rtf
As Lindell LLC notes in its closing brief, this file, Ex. J- 11, is simply a
summary of the day two files. No claim is made that it meets the proper definition
of election data.
These two files, along with rnx-000001.bin, are exceptionally large binary
data files, that is, strings of 1s and 0s. Mr. Zeidman at first approached these files
as packet data capture files, remembering Mr. Lindell had said he was planning to
provide such files. As noted, Mr. Gould and members of the Red Team were also
expecting such files. Mr. Zeidman used a tool known as Wireshark, which is
commonly used to open .bin files, but it returned only an error message. Mr.
Zeidman then looked for information within the data in the files to try to learn what
could be used to translate them, but found nothing. Dr. Brogioli confirmed at the
hearing and in his report that this approach was correct, and that no data could be
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extracted from these files
Lindell LLC argues that Mr. Zeidman failed to use cExtractor, as taught in
the cExtract.mp4 video, Ex. J-8, to open the .bin files. Mr. Sanders testified that,
if Mr. Zeidman had used cExtractor, he would have been able to create something
very much like the mx-000123.csv spreadsheet file, Ex. J-13, but without the
headings. Mr. Sanders further testified that he was able to do this during the
hearing using cExtractor. As noted, the Panel was not presented with the
None of this, however, shows that Mr. Zeidman has not proven that the .bin
files did not contain what the Panel has defined as data from the election.
First, cyber experts would not be expected to analyze data that could only be
extracted with a tool they did not have. There is testimony that cExtractor may
have been provided outside the Contest in one of hundreds of files provided by Josh
Merritt, a member of the Red Team. But the data at issue is the data provided to
contestants as part of the Contest, not some data in hundreds of files informally
provided later.
Second, if it is true, as Mr. Sanders says, that the .bin data yields a
spreadsheet like Ex. J-13, but without column headings, we have already concluded
that such a spreadsheet does not meet the definition of election data.
the data. But that only goes to whether the spreadsheets came from the source files
provided – not whether the information on the spreadsheets comes from the election.
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Based on the foregoing analysis, Mr. Zeidman performed under the contract.
He proved the data Lindell LLC provided, and represented reflected information
from the November 2020 election, unequivocally did not reflect November 2020
election data. Failure to pay Mr. Zeidman the $5 million prized was a breach of the
B. Unconscionability Claims
In light of the foregoing, Mr. Zeidman’s claim that he should recover because
the rules of the Contest were unconscionable need not be further addressed. The
Panel has concluded that the Contest rules cannot reasonably be read in the way
Mr. Zeidman claimed that Lindell LLC violated the Minnesota Consumer
Fraud Act, Minn. Stat. § 325F.69 (1988) by, among other things, creating a contest
knowing it would not declare a winner and failing to provide 2020 election data as
claim need not be further considered if Mr. Zeidman prevails on his contract claim.
D. Attorneys’ Fees
The parties agree that that Contest rules do not provide for recovery of
attorneys’ fees and the only basis for an award of fees would be under the Minnesota
Consumer Fraud Act. As no relief is provided under the statute, no fees are
awarded.
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Award
denied as moot.
incurred.
this Arbitration. All claims not expressly granted herein are denied.
shall be deemed an original, and all of which shall constitute together one and the
same instrument.
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