Lefkowitz v Great Minneapolis Surplus Store (1957)

Procedural History: defendant appealed from an order of the Municipal Court of Minneapolis denying the motion of the defendant for amended findings of fact, or, in the alternative, for a new trial. The order for judgment awarded the plaintiff $138.50 for damages for breach of contract. Facts: The store published ads in the newspaper two weeks in a row that offered merchandise for $1 on a “first come, first served” basis. The first ad said the merchandise was worth “to $100” and the second ad said the merchandise was worth “139.50.” Lefkowitz went to the store both weeks, was denied the merchandise and told that a house rule that the offer was intended for women only and sales would not be made to men. The house rule was not listed in the newspaper, and Lefkowitz brought suit for damages for breach of contract. Issue: Did the ad constitute an offer?

Holding: Affirmed. The first ad did not constitute an offer, but the second ad did constitute an offer Reasoning: When an offer is clear, definite, and explicit, and leaves nothing open for negotiation, it constitutes an offer, acceptance of which completes the contract; whether an ad is an offer rather than an invitation to make an offer depends on the legal intention of the parties and the surrounding circumstances. For first ad did not specify a definite value, so it was an offer, but not an enforceable contract because it was too indefinite. The 2nd ad specified that is was worth $139.50. The house rules don’t count because they weren’t actually stipulated in the advertisement, and therefore came after acceptance (the acceptance was showing up at the store) RULE: An ad can count as an offer if it is clear, definite, and explicit, leaving no room for negotiation; an ad is especially likely to count if it specifies who can accept. Notes We don’t enforce indefinite offers because of the idea that an indefinite offers invites negotiation. Our economy wants to promote negotiation. A value couldn’t be assigned to it, so they couldn’t enforce the contract. What is a definite offer supposed to do? of acceptance. - supposed to give the offeree the power

Restatement says about accepting offers: - you may not know when acceptance occurs exactly. Its contextual. How do courts know when there is an offer or acceptance? It is fact specific. Apply rules as you understand them. Restatement §26, comment b - generally, advertisements are not offers. You would have the burden to prove they are. Ads are not offers - because ??? Here, the store could not walk away.