Legal Question in Business Law in California

Re: heading

I don't entirely understand your question, but to the extent I do, here is some discussion of the matter.

Contract law does make a distinction between language that constitutes an offer and language that merely makes a general announcement of solicits offers. First-year law students are heavily exposed to how this distinction is made and why it is important in the contract-formation process.

The distinction is not one that can be found in a statute or which can be understood on the basis of a single case decision, however.

Expressions, writings and statements which are frequently held NOT to amount to offers include:

(1) An expression of opinion or prediction, e.g. "I think my car is worth $5,000"

(2) A statement of intention, e.g. "I'm going to sell my car for $5,000"

(3) A clearly joking "offer," e.g. "I'll sell you my car for a dollar."

(4) An invitation to make an offer, e.g. "Will you sell me your car for $5,000?" is not an offer to buy even if the answer is yes.

(5) Advertisments, catalogs, flyers, signs, etc. are almost always not offers. However, at least one court has held that a newpaper ad offering to sell a mink coat for $99 to the first customer on Monday morning was an offer, because it was sufficiently definine as to whom made, quantity available, etc., and perhaps because arriving early was a sufficient detriment to make enforcement against the advertiser equitable.

There are other interesting cases illustrating exceptions of this kind, but preliminary negotiations are usually not treated as offers.

Factors used in distinguishing whether a communication is an offer or not include:

1) Whether the communication is initial or responsive. A responsive communication is more likely to be deemed an offer, while the first is more likely to look like a feeler or inquiry.

2) Is the language used general and noncomittal, or does it sound as though the party intends to be bound by an attempted acceptance?

3) Are there detailed terms, or is much left to be negotiated later?

4) Is the party sending the communication clearly sending it to others, or is it highly directed?

5) Is real or personal property involved?

6) What is the relationship of the parties?

7) Surrounding circumstances: emergency, ordinary course of business, etc.

8) Usages of the trade, prior delaings between the parties, course of dealing, etc.

Re: heading

I am not clear on your question but, there is a big difference in a solicitation for offers versus an offer.