Lefkowitz v. Great Minneapolis Surplus Store

Supreme Court of Minnesota
251 Minn. 188, 86 N.W. (2d) 689 (1957)

ELI5:

Rule of Law:

An advertisement constitutes a binding unilateral offer if it is clear, definite, and explicit, and leaves nothing open for negotiation; acceptance occurs when a party performs the act requested by the offeror.

Facts:

On April 6, 1956, Great Minneapolis Surplus Store (defendant) published a newspaper advertisement for three fur coats, 'worth to $100.00,' for sale for '$1 Each' on a 'First Come First Served' basis.
Mr. Lefkowitz (plaintiff) was the first person to arrive at the store and present himself at the appropriate counter, indicating his readiness to pay the $1 price.
The store refused to sell the coat to Lefkowitz, stating that a 'house rule' limited the offer to women only.
On April 13, 1956, the store published a similar advertisement for one 'Black Lapin Stole...worth $139.50' for '$1.00,' again on a 'First Come First Served' basis.
The following Saturday, Lefkowitz was again the first person to arrive at the store and attempted to purchase the stole for $1.
The store again refused to sell to Lefkowitz, stating that he was aware of their 'house rules'.

Procedural Posture:

Lefkowitz (plaintiff) sued Great Minneapolis Surplus Store (defendant) in the Municipal Court of Minneapolis for breach of contract.
The trial court awarded judgment for the plaintiff for $138.50, representing the value of the stole less the $1 purchase price, but denied his claim for the fur coats.
The defendant moved for amended findings of fact or, in the alternative, for a new trial.
The trial court denied the defendant's motion.
The defendant (appellant) appealed the trial court's order for judgment to the Supreme Court of Minnesota, with Lefkowitz as the appellee.

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Issue:

Does a newspaper advertisement stating the quantity, type, and price of an item for sale on a 'first come, first served' basis constitute a binding offer that cannot be modified by the seller after a buyer's acceptance through performance?

Opinions:

Majority - Murphy, Justice

Yes, a newspaper advertisement that is clear, definite, and explicit constitutes a binding offer. The general rule is that advertisements are invitations to make an offer, not offers themselves. However, an exception exists where the offer is clear, definite, explicit, and leaves nothing open for negotiation. In this case, the advertisement for the Lapin stole specified the quantity (1), the item (Black Lapin Stole), and the price ($1.00), and indicated the required method of acceptance ('First Come First Served'). Lefkowitz accepted the offer by performing the requested act—being the first to arrive and tendering the purchase price. The defendant could not impose new conditions, like the 'house rule,' after acceptance had occurred.

Analysis:

This case establishes a significant exception to the traditional contract law rule that advertisements are merely invitations to treat. It clarifies that the objective manifestation of intent, as shown by the language of the advertisement, determines whether an offer exists. By finding a binding offer in a 'first come, first served' advertisement with specific terms, the court provided a framework for holding advertisers accountable for definite promises. This precedent forces businesses to be precise in their advertising language to avoid creating unintended unilateral contracts and influences how courts analyze the line between puffery and a binding promise.

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