LEFKOWITZ v. GREAT MINNEAPOLIS SURPLUS STORE, INC

Factual and Procedural Background

This case arises from the defendant's alleged refusal to sell certain advertised items to the plaintiff at the advertised price. The defendant published newspaper advertisements offering fur coats and a fur stole at a price of $1 each, stating "First Come First Served." The plaintiff was the first to appear on the specified Saturdays and offered to pay the advertised price, but the defendant refused to sell, citing a "house rule" limiting sales to women. The plaintiff sued for damages in the conciliation court of Minneapolis, Hennepin County. The case was removed to the municipal court, which found in favor of the plaintiff, awarding damages. The defendant appealed from the denial of a motion for a new trial. The appellate court affirmed the judgment.

Arguments of the Parties

Defendant's Arguments

The newspaper advertisements were unilateral offers that could be withdrawn without notice before acceptance.

Advertisements are invitations to make offers rather than offers themselves, allowing the seller to accept or reject offers and modify or revoke terms before contract formation.

The defendant relied on precedent holding that such advertisements are not binding offers, citing cases including Craft v. Elder Johnston Co..

The defendant asserted a "house rule" restricting sales to women, which purportedly modified the offer.

Plaintiff's Arguments

The plaintiff contended that the advertisements were clear, definite, and explicit offers, acceptance of which completed a contract.

The plaintiff argued that having been the first to present himself and offer the purchase price, he was entitled to performance under the contract.

The plaintiff challenged the defendant's post-acceptance imposition of a "house rule" as invalid.

Table of Precedents Cited

Precedent	Rule or Principle Cited For	Application by the Court
Montgomery Ward Co. v. Johnson, 209 Mass. 89, 95 N.E. 290	Advertisements are invitations to make offers, revocable before acceptance.	Referenced by defendant to argue advertisements are not binding offers.
Nickel v. Theresa Farmers Co-op. Assn., 247 Wis. 412, 20 N.W.2d 117	Similar principle that advertisements are invitations rather than offers.	Used to support defendant's position on revocability of offers.
Lovett v. Frederick Loeser Co. Inc., 124 Misc. 81, 207 N.Y.S. 753	Advertisements as invitations to negotiate.	Supports defendant's argument on advertisement status.
Schenectady Stove Co. v. Holbrook, 101 N.Y. 45, 4 N.E. 4	Advertisements not constituting offers to form contracts immediately.	Referenced for defendant's revocation argument.
Craft v. Elder Johnston Co., 34 Ohio L.A. 603, 38 N.E.2d 416	Advertisement as unilateral offer revocable before acceptance.	Main precedent relied upon by defendant to assert revocability.
J. E. Pinkham Lbr. Co. v. C. W. Griffin Co., 212 Ala. 341, 102 So. 689	Advertisements may be construed as offers when definite and explicit.	Supports plaintiff's position that acceptance forms contract.
Seymour v. Armstrong Kassebaum, 62 Kan. 720, 64 P. 612	Advertising can constitute an offer if terms are definite.	Supports plaintiff's argument.
Payne v. Lautz Bros. Co., 166 N.Y.S. 844; affirmed 185 App. Div. 904, 171 N.Y.S. 1094	Right to modify offer before acceptance; no right to impose new conditions after acceptance.	Supports court’s rejection of defendant's post-acceptance "house rule."
Mooney v. Daily News Co., 116 Minn. 212, 133 N.W. 573, 37 L.R.A. (N.S.) 183	Advertiser cannot impose new conditions after acceptance.	Supports plaintiff’s claim and court’s holding on "house rule."
Johnson v. Capital City Ford Co., 85 So.2d 75 (La.App.)	Newspaper advertisement may be an offer creating binding contract upon acceptance.	Recent authority affirming that advertisements can create binding contracts.
Annotation, 157 A.L.R. 744, 746	Legal principles on advertisements as offers and contract formation.	Referenced in analysis of advertisement as offer.

Precedent

Rule or Principle Cited For

Application by the Court

Montgomery Ward Co. v. Johnson, 209 Mass. 89, 95 N.E. 290

Advertisements are invitations to make offers, revocable before acceptance.

Referenced by defendant to argue advertisements are not binding offers.

Nickel v. Theresa Farmers Co-op. Assn., 247 Wis. 412, 20 N.W.2d 117

Similar principle that advertisements are invitations rather than offers.

Used to support defendant's position on revocability of offers.

Lovett v. Frederick Loeser Co. Inc., 124 Misc. 81, 207 N.Y.S. 753

Advertisements as invitations to negotiate.

Supports defendant's argument on advertisement status.

Schenectady Stove Co. v. Holbrook, 101 N.Y. 45, 4 N.E. 4

Advertisements not constituting offers to form contracts immediately.

Referenced for defendant's revocation argument.

Craft v. Elder Johnston Co., 34 Ohio L.A. 603, 38 N.E.2d 416

Advertisement as unilateral offer revocable before acceptance.

Main precedent relied upon by defendant to assert revocability.

J. E. Pinkham Lbr. Co. v. C. W. Griffin Co., 212 Ala. 341, 102 So. 689

Advertisements may be construed as offers when definite and explicit.

Supports plaintiff's position that acceptance forms contract.

Seymour v. Armstrong Kassebaum, 62 Kan. 720, 64 P. 612

Advertising can constitute an offer if terms are definite.

Supports plaintiff's argument.

Payne v. Lautz Bros. Co., 166 N.Y.S. 844; affirmed 185 App. Div. 904, 171 N.Y.S. 1094

Right to modify offer before acceptance; no right to impose new conditions after acceptance.

Supports court’s rejection of defendant's post-acceptance "house rule."

Mooney v. Daily News Co., 116 Minn. 212, 133 N.W. 573, 37 L.R.A. (N.S.) 183

Advertiser cannot impose new conditions after acceptance.

Supports plaintiff’s claim and court’s holding on "house rule."

Johnson v. Capital City Ford Co., 85 So.2d 75 (La.App.)

Newspaper advertisement may be an offer creating binding contract upon acceptance.

Recent authority affirming that advertisements can create binding contracts.

Annotation, 157 A.L.R. 744, 746

Legal principles on advertisements as offers and contract formation.

Referenced in analysis of advertisement as offer.

Court's Reasoning and Analysis

The court analyzed whether the defendant's newspaper advertisements constituted offers or mere invitations to negotiate. It acknowledged authorities supporting both views but emphasized that where an advertisement is clear, definite, and explicit, leaving nothing open for negotiation, it constitutes an offer. The defendant's advertisements met this standard, offering specific items at a fixed price "First Come First Served." The plaintiff was the first to present himself and offered the stated price, effectively accepting the offer and completing a contract.

The court rejected the defendant's argument that the advertisements were unilateral offers revocable at will before acceptance, noting that the plaintiff's prompt acceptance precluded revocation. Furthermore, the defendant's attempt to impose a "house rule" limiting sales to women was invalid because such a condition was not contained in the published offer and was imposed after acceptance. The court concluded that there was sufficient mutuality of obligation to establish a contract of sale and upheld the trial court's findings.

Holding and Implications

Affirmed.

The court upheld the municipal court's judgment awarding damages to the plaintiff for breach of contract based on the defendant's refusal to sell the advertised fur stole at the stated price. The decision confirms that clear and definite newspaper advertisements can constitute binding offers, acceptance of which forms a contract. It also clarifies that advertisers cannot impose new or arbitrary conditions post-acceptance that were not part of the original offer. No new precedent beyond the direct effect on the parties was established.

MORRIS LEFKOWITZ v. GREAT MINNEAPOLIS SURPLUS STORE, INC.

Sales — offer made in newspaper advertisement — effect.

1. Where one offers for sale by newspaper advertisement a certain article of definite value at a quoted price, which offer is clear, definite, and explicit and leaves nothing open for negotiation, it constitutes an offer, acceptance of which may complete the contract.

Same — same — right of advertiser to modify.

2. While an advertiser has the right at any time before acceptance to modify his offer, he does not have the right, after acceptance, to impose new or arbitrary conditions not contained in the published offer.

MURPHY, JUSTICE.

This is an appeal 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 the sum of $138.50 as damages for breach of contract.

This case grows out of the alleged refusal of the defendant to sell to the plaintiff a certain fur piece which it had offered for sale in a newspaper advertisement. It appears from the record that on April 6, 1956, the defendant published the following advertisement in a Minneapolis newspaper:

"SATURDAY 9 A. M. SHARP

3 BRAND NEW

FUR COATS

Worth to $100.00

First Come

First Served

EACH"

On April 13, the defendant again published an advertisement in the same newspaper as follows:

"SATURDAY 9 A. M.

2 BRAND NEW PASTEL

MINK 3-SKIN SCARFS

Selling for $89.50

Out they go

Saturday. Each . . . . . . . . . . $1.00

1 BLACK LAPIN STOLE

Beautiful,

worth $139.50 . . . . . . . . . . $1.00

FIRST COME

FIRST SERVED"

The record supports the findings of the court that on each of the Saturdays following the publication of the above-described ads the plaintiff was the first to present himself at the appropriate counter in the defendant's store and on each occasion demanded the coat and the stole so advertised and indicated his readiness to pay the sale price of $1. On both occasions, the defendant refused to sell the merchandise to the plaintiff, stating on the first occasion that by a "house rule" the offer was intended for women only and sales would not be made to men, and on the second visit that plaintiff knew defendant's house rules.

The trial court properly disallowed plaintiff's claim for the value of the fur coats since the value of these articles was speculative and uncertain. The only evidence of value was the advertisement itself to the effect that the coats were "Worth to $100.00," how much less being speculative especially in view of the price for which they were offered for sale. With reference to the offer of the defendant on April 13, 1956, to sell the "1 BLACK LAPIN STOLE * * * worth $139.50 * * *" the trial court held that the value of this article was established and granted judgment in favor of the plaintiff for that amount less the $1 quoted purchase price.

1. The defendant contends that a newspaper advertisement offering items of merchandise for sale at a named price is a "unilateral offer" which may be withdrawn without notice. He relies upon authorities which hold that, where an advertiser publishes in a newspaper that he has a certain quantity or quality of goods which he wants to dispose of at certain prices and on certain terms, such advertisements are not offers which become contracts as soon as any person to whose notice they may come signifies his acceptance by notifying the other that he will take a certain quantity of them. Such advertisements have been construed as an invitation for an offer of sale on the terms stated, which offer, when received, may be accepted or rejected and which therefore does not become a contract of sale until accepted by the seller; and until a contract has been so made, the seller may modify or revoke such prices or terms. Montgomery Ward Co. v. Johnson, 209 Mass. 89, 95 N.E. 290; Nickel v. Theresa Farmers Co-op. Assn. 247 Wis. 412, 20 N.W.2d 117; Lovett v. Frederick Loeser Co. Inc. 124 Misc. 81, 207 N.Y. S. 753; Schenectady Stove Co. v. Holbrook, 101 N.Y. 45, 4 N.E. 4; Georgian Co. v. Bloom, 27 Ga. App. 468, 108 S.E. 813; Craft v. Elder Johnston Co. 34 Ohio L. A. 603, 38 N.E.2d 416; Annotation, 157 A.L.R. 746.

The defendant relies principally on Craft v. Elder Johnston Co. supra. In that case, the court discussed the legal effect of an advertisement offering for sale, as a one-day special, an electric sewing machine at a named price. The view was expressed that the advertisement was (34 Ohio L. A. 605, 38 N.E. [2d] 417) "not an offer made to any specific person but was made to the public generally. Thereby it would be properly designated as a unilateral offer and not being supported by any consideration could be withdrawn at will and without notice." It is true that such an offer may be withdrawn before acceptance. Since all offers are by their nature unilateral because they are necessarily made by one party or on one side in the negotation of a contract, the distinction made in that decision between a unilateral offer and a unilateral contract is not clear. On the facts before us we are concerned with whether the advertisement constituted an offer, and, if so, whether the plaintiff's conduct constituted an acceptance.

There are numerous authorities which hold that a particular advertisement in a newspaper or circular letter relating to a sale of articles may be construed by the court as constituting an offer, acceptance of which would complete a contract. J. E. Pinkham. Lbr. Co. v. C. W. Griffin Co. 212 Ala. 341, 102 So. 689; Seymour v. Armstrong Kassebaum, 62 Kan. 720, 64 P. 612; Payne v. Lautz Bros. Co. 166 N.Y. S. 844, affirmed, 168 N.Y. S. 369, affirmed, 185 App. Div. 904, 171 N.Y. S. 1094; Arnold v. Phillips, 1 Ohio Dec. (Reprint) 195, 3 Western L. J. 448; Oliver v. Henley (Tex.Civ.App.) 21 S.W.2d 576; Annotation, 157 A.L.R. 744, 746.

The test of whether a binding obligation may originate in advertisements addressed to the general public is "whether the facts show that some performance was promised in positive terms in return for something requested." 1 Williston, Contracts (Rev. ed.) § 27.

The authorities above cited emphasize that, where the offer is clear, definite, and explicit, and leaves nothing open for negotiation, it constitutes an offer, acceptance of which will complete the contract. The most recent case on the subject is Johnson v. Capital City Ford Co. (La.App.) 85 So.2d 75, in which the court pointed out that a newspaper advertisement relating to the purchase and sale of automobiles may constitute an offer, acceptance of which will consummate a contract and create an obligation in the offeror to perform according to the terms of the published offer.

Whether in any individual instance a newspaper advertisement is an offer rather than an invitation to make an offer depends on the legal intention of the parties and the surrounding circumstances. Annotation, 157 A.L.R. 744, 751; 77 C.J.S., Sales, § 25b; 17 C.J.S., Contracts, § 389. We are of the view on the facts before us that the offer by the defendant of the sale of the Lapin fur was clear, definite, and explicit, and left nothing open for negotiation. The plaintiff having successfully managed to be the first one to appear at the seller's place of business to be served, as requested by the advertisement, and having offered the stated purchase price of the article, he was entitled to performance on the part of the defendant. We think the trial court was correct in holding that there was in the conduct of the parties a sufficient mutuality of obligation to constitute a contract of sale.

2. The defendant contends that the offer was modified by a "house rule" to the effect that only women were qualified to receive the bargains advertised. The advertisement contained no such restriction. This objection may be disposed of briefly by stating that, while an advertiser has the right at any time before acceptance to modify his offer, he does not have the right, after acceptance, to impose new or arbitrary conditions not contained in the published offer. Payne v. Lautz Bros. Co. 166 N.Y. S. 844, 848; Mooney v. Daily News Co. 116 Minn. 212, 133 N.W. 573, 37 L.R.A. (N.S.) 183.

Affirmed.