R2d § 26
Preliminary Negotiations
A manifestation of willingness to enter into a bargain is not an offer if the person to whom it is addressed knows or has reason to know that the person making it does not intend to conclude a bargain until he has made a further manifestation of assent.
Professor's notes
Elements: a manifestation of willingness to enter a bargain is NOT an offer if the person to whom it is addressed knows or has reason to know that the person making it does not intend to conclude a bargain until further manifestation of assent.
Default rule: advertisements, price quotes, and circulars are invitations to deal, not offers.
Exception (Lefkowitz): when the ad specifies quantity, price, and a definite mode of acceptance, the oversubscription problem disappears and the ad becomes an offer.
Leonard v. Pepsico applies the default: the commercial was puffery, not commitment.
Common misunderstanding: students treat "ad = not offer" as absolute. It is a default, displaceable by definite terms.
Cases that operationalize this rule
Text
R2d § 26. Preliminary Negotiations.
A manifestation of willingness to enter into a bargain is not an offer if the person to whom it is addressed knows or has reason to know that the person making it does not intend to conclude a bargain until he has made a further manifestation of assent.