Contract Law

Lefkowitz v. Great Minneapolis Surplus Store, Inc.

86 NW 2d 689 (Minn 1957)

Facts

Great Minneapolis Surplus Store published a newspaper advertisement offering specific fur items for sale.
One advertisement stated that on a stated day certain coats would be sold for $1 each, on a “first come, first served” basis.
Lefkowitz arrived first and presented himself ready to purchase the advertised item.
The store refused to sell it to him.
The store relied on an internal “house rule” that the offer was intended only for women.
That restriction had not appeared in the advertisement.
Lefkowitz sued for breach of contract.
The store argued that advertisements are generally not offers and that it remained free to refuse the sale.

Whether the advertisement was merely an invitation to treat or a definite offer capable of acceptance.
Whether the store could rely on an undisclosed condition after Lefkowitz had complied with the advertisement.

Advertisements are ordinarily invitations to treat.
However, an advertisement may amount to an offer where it is:
clear;
definite;
explicit;
and leaves nothing open for further negotiation.
Once such an offer is accepted according to its terms, the offeror cannot add new conditions.
Acceptance must correspond with the terms of the offer.

The Court examined the wording of the advertisement.
It identified:
the specific item;
the exact price;
the date of sale;
the quantity available;
and the method of acceptance: “first come, first served.”
These terms were sufficiently precise.
The advertisement did not merely invite customers to make offers.
It promised the item to the first person who appeared and complied with the stated conditions.
Lefkowitz did exactly that.
He arrived first and was ready, willing and able to pay the advertised price.
His conduct amounted to acceptance.
The store’s internal rule limiting the sale to women was legally ineffective because it was not stated in the advertisement.
An offeror controls the terms of the offer at the time it is made.
But once the offeree accepts those terms, the offeror cannot introduce additional restrictions.
The Court therefore treated the advertisement as a unilateral offer.
The contract was formed when Lefkowitz performed the stated condition.
The case differs from ordinary shop displays because this advertisement left nothing open for negotiation.
The store had already fixed the goods, price and mode of acceptance.
The only remaining act was performance by the customer.

The Court held that the advertisement was a valid and binding offer.
Lefkowitz accepted it by being the first customer to present himself and offer the stated price.
The store could not rely on an undisclosed “house rule.”
Use this case for: an advertisement becomes an offer when it is clear, definite and leaves nothing open for negotiation.