Bargains cont. + Offers setup

This is a bridge class. It finishes the bargains material from Chapter 3 and sets up the offer doctrine of Chapter 4. The move is a single one: take the objective theory that governs face-to-face dealing and scale it up to manifestations aimed at the public. Once the audience is a crowd rather than a counterparty, the same reasonable-observer test asks a sharper question, namely when an advertisement crosses from invitation into offer.

Carrying the objective theory forward

R2d §§ 17-20. We keep the rules from Class 4 in front of us. Lucy v. Zehmer holds that outward manifestations control and a secret jest is no defense. Raffles v. Wichelhaus holds that where the manifestations themselves diverge on a material term and neither party has reason to know of the other’s meaning, no contract forms. Together they fix the reach of the objective theory: subjective intent neither rescues nor defeats an objective manifestation, but the manifestation must point to a single shared bargain.

From counterparty to crowd: the offer question

R2d § 24. An offer is a manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that assent is invited and will conclude the bargain. R2d § 26 clarifies that a manifestation is not an offer if the person to whom it is addressed knows or has reason to know that the maker does not intend to conclude a bargain until further assent. Advertisements ordinarily fall on the § 26 side: they invite offers rather than make them.

R2d § 33. Even a manifestation that looks like an offer fails unless its terms are reasonably certain, that is, certain enough to provide a basis for determining breach and an appropriate remedy. UCC § 2-305 shows the contrast for sales of goods, where a contract can stand even with an open price term filled by a reasonable price. The certainty floor is lower under the Code than at common law.

Cases

Lucy and Raffles return as callbacks, not new material. The two preview cases point ahead. Lefkowitz v. Great Minneapolis Surplus Store shows an advertisement that was an offer: a named item, a fixed price, and a “first come, first served” trigger that solved the oversubscription problem and left nothing open for negotiation. Leonard v. Pepsico shows an advertisement that was not an offer: no reasonable person could understand a commercial featuring a Harrier jet for Pepsi Points as a serious expression of willingness to sell a fighter jet. The two ads sit at opposite poles of the same reasonable-observer test, and Class 6 works each fully.

What you should be able to do

Restate the objective theory and apply it to a manifestation aimed at the public. Use R2d §§ 24 and 26 to distinguish an offer from an invitation to deal, and use R2d § 33 to test whether terms are certain enough to enforce. Predict, on a short advertisement, whether it more closely resembles the Lefkowitz fur-stole ad or the Pepsi Harrier commercial. Class 6 takes up offers in earnest.