The overarching issue is whether the advertisement was a binding contract. A valid contract requires an offer, acceptance, and consideration.
Governing Law
Contracts involving services are governed by the common law. All contracts for the sale of goods are governed by Article 2 of the UCC.
Here, the issue in this case involves the sale of luxury chocolate shortbread, which shows that this clearly constitute a sale of goods. Therefore, the law governing this contract is Article 2 of the UCC.
The issue in this case is whether the advertisement was an offer or an invitation to make an offer.
Advertisements
Generally, courts interpret advertisements to be invitations for prospective buyers to submit offers. Moulton v. Kershaw, 59 Wis. 316 (Wis. 1884). Advertisements are rarely interpreted as offers under contract law since it is unreasonable to believe that sellers would be willing to deal with every potential interested customer, and expose themselves to potential unlimited liability. However, if an advertisement is (1) clear, (2) definite, and (3) explicit, and leaves nothing open for negotiation, it can operate as an offer and becomes an enforceable contract upon acceptance by a buyer. Lefkowitz v. Great Minneapolis Surplus Store 251 Minn. 188 (1957).
Here, the advertisement in the local paper stating the sale of “boxes of luxury chocolate shortbread” at a discounted rate was clear enough for potential customers like Steve, who see this ad, to understand their assent to that bargain of boxes of luxury chocolate is invited and will conclude it. Furthermore, Steve would argue that the advertisement included the “price of €2.50, instead of the recommended retail price of €5.00” which indicated that the terms were definite since the expressed price of €2.50 clearly conveyed to customers a discount of 50% from the original €5.00. Steve would further argue that by also mentioning that “only 50 boxes available,” the ad was even more definite since a reasonably prudent person could understand that there was a limited quantity of 50 boxes of luxury chocolate.
Moreover, Steve would argue that since the advertisement also states that “anyone wanting the shortbread should contact Maureen in person at the shop or e-mail her at [email protected]," this was explicit and leaves nothing open for negotiation since it provided precise instructions for interested customers and specific enough for customers to understand that there were only two methods of acceptance.
Nevertheless, Maureen could make the argument that since the advertisement stated that anyone wanting the shortbread “should” contact Maureen in person or by email, it was vague and not explicit enough because it was not determinative that everyone who contacted Maureen would be able to get the boxes of chocolate at that rate, especially without the mention of a specific period of time that this deal would be open. However, this argument would not likely prevail as courts interpret offers without duration of time specified, to be open for a reasonable time depending on each particular case. Restatement (Second) §41(2). Under the totality of circumstances, with the combination of specific essential terms of the quantity of 50, the price of €2.50, and 2 methods of acceptance, the advertisement could have reasonably been interpreted as an offer to a reasonably prudent person, rather than an invitation to submit an offer.
Therefore, assuming that there was valid acceptance and consideration, this advertisement likely operates as an offer, and is an enforceable contract between Maureen's The Kave and Steve.
