R2d § 24

Offer Defined

R2d § 24 Offer Defined
An offer is the manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it.

Professor's notes

Elements: (1) manifestation of willingness to enter a bargain; (2) so made as to justify another in understanding that his assent alone will conclude the deal.

Leonard v. Pepsico shows what an offer is NOT: a Harrier-jet commercial fails the "reasonable person" prong because no reasonable viewer takes it seriously.
Lefkowitz shows what an offer IS: "first come, first served, $1" supplied price, quantity, and acceptance mechanism, leaving nothing for further negotiation.

Common misunderstanding: students focus on the offeror's intent. § 24 is objective. The test is the offeree's reasonable understanding, judged by what was manifested.

Cases that operationalize this rule

Section 24 captures the line between preliminary negotiation and true offer. The critical question is whether the offeree is justified in thinking that assent alone will close the deal. Courts frequently use the provision to analyze advertisements, price quotations, and informal commercial exchanges.