Lefkowitz v. Great Minneapolis Surplus Store

251 Minn. 188, 86 N.W.2d 689 (1957)

Supreme Court of Minnesota · 1957

Rule

An advertisement is an offer when it is clear, definite, and explicit, and leaves nothing open for negotiation. A seller cannot impose new conditions of acceptance after the offer has been accepted by performance.

Learning outcomes

By the end of working with this case, you can:

Facts

The Great Minneapolis Surplus Store published two newspaper advertisements offering specified fur pieces “First Come First Served, $1.00 each” and similar terms. On each occasion Morris Lefkowitz was the first person to present himself at the store with the dollar required by the advertisement. The store refused to sell, asserting a “house rule” that the offer was intended for women only.

Holding

The Minnesota Supreme Court affirmed judgment for Lefkowitz on the second advertisement (a fur stole “worth $139.50”). The advertisement was a binding offer because it was clear, definite, and explicit, and Lefkowitz had accepted by appearing first and tendering the dollar. The house rule could not be a condition of the offer because it had not been communicated when the offer was published.

Reasoning

The general rule is that newspaper advertisements are invitations to bargain. The court recognized the exception: when an advertisement specifies the item, the quantity, the price, and the method of acceptance, and leaves nothing for negotiation, it crosses from invitation to offer. The store’s “first come first served” language supplied the method of acceptance and made the offer one capable of being accepted by performance. A condition the offeror did not state in the offer cannot be added after acceptance.

Why it matters

Lefkowitz is the principal exception that defines the rule. It draws the line between an invitation to treat and a definite offer by listing what an offer must contain. The case also illustrates that performance can be the means of acceptance and that an offeror is bound by the terms actually published, not by the terms the offeror later wishes had been published.

The trap

Students recite the general rule that advertisements are invitations to deal and treat that rule as a categorical bar. The case rejects the category in favor of a content test: an ad becomes an offer when it is clear, definite, and explicit and leaves nothing open for negotiation.

The operational intuition the case is designed to break. Naming the trap is what the Socratic exchange is for.

Socratic ladder

The professor's scaffold for the in-class exchange. Each rung is a stage; the questions are scripted prompts, not the punchline.

Surfacing · 60 sec

Q. A department store posts on Instagram: 'Tomorrow at 9 a.m., one Apple Watch Ultra, $19.99, first person through the door.' You camp out and arrive first with $19.99. The store says it meant the offer for employees only. Operationally, do you have a deal?

Look for: The split. Some say yes, the store said what it said; others say no, ads are puffery and the store can run its own store. The intuition is contested.

Holding · 45 sec

Q. What did the Minnesota Supreme Court do with Lefkowitz's claim on the second advertisement, the fur stole worth $139.50?

Look for: Judgment for Lefkowitz. The ad was an offer; Lefkowitz accepted it by tendering the dollar; the store's house rule could not be added after the offer had been accepted.

Reasoning · 120 sec

Q. Most newspaper advertisements are not offers. The court keeps that general rule. Why is this advertisement different?

Trap: Students treat the invitation-to-deal rule as categorical. They miss that the rule has a content-based exception. Or they treat the case as turning on Lefkowitz's reliance: he showed up, so the store must sell. Reliance is not what the court relies on; the court relies on the ad's specificity.

Board: Test: named item + fixed price + specified method of acceptance = offer, not invitation.

Push back: Tell me which words in the ad leave nothing open for negotiation. Read them to me. Now tell me what is left for the store to decide after Lefkowitz tenders the dollar.

Push to: An advertisement becomes an offer when it is clear, definite, and explicit and leaves nothing open for negotiation. R2d § 26 comment b. The ad named one item, fixed the price, and supplied the method of acceptance (first come, first served). The store's house rule was a unilateral modification after acceptance, and offers cannot be amended once accepted.

Hypothetical · 90 sec

Vary. Vary one fact. The advertisement reads: 'Lapin stoles, while supplies last, prices vary by stole. See store for details.' Lefkowitz arrives first with a dollar. Same result?

Point: The variation strips out the named item and the fixed price. The ad is now an invitation to deal. The element doing the work is specificity. The variation isolates it cleanly: same store, same customer, same arrival time, no offer.

Integration · 60 sec

Q. You have seen a flash sale on an e-commerce site: 'Tonight only, 50 PlayStations, $99, one per customer.' You click buy. Is that Lefkowitz?

Land: Lefkowitz controls modern flash-sale advertising to the extent the ad is specific and quantity-limited. R2d § 26. Path-dependence probe: most e-commerce sites disclaim offer status in their terms of service. Does the disclaimer work? If so, why did the Lefkowitz store's later announcement of a house rule fail? The answer points to timing: a disclaimer in the offer itself works; a condition added after acceptance does not.

Lefkowitz v. Great Minneapolis Surplus Store, Inc., 251 Minn. 188, 86 N.W.2d 689 (1957).