April 26, QUESTION PRESENTED 1 Under New York law, 2 did 3 Loman's Fashions' description of a designer leather coat in an advertising circular constitute an offer 4 to sell the coat which became a binding contract when the text of the advertisement indicated that the coats were a "manufacturer's closeout" and that the early shopper would be rewarded, and when a shopper signified her intent to purchase the coat according to the advertised terms?
I hope you've been well. Recently you wrote to us that Loman's Fashions had been sued by a shopper in Small Claims Court for a breach of contract.
As you've described it, the shopper claims that she responded to an ad for a "manufacturer's closeout" of designer leather coats; the ad stated that the "early" shopper would "catch the savings.
Specifically, you have asked for advice on the question whether Loman's breached a contract with the shopper under the circumstances. After researching the issue, and based on the facts set out below, I believe that a court would likely conclude that Loman's did not enter into a contract with this shopper because the advertisement was not an offer to sell the coats; thus, there was no contract that Loman's could breach.
I will explain this conclusion more fully below after first setting out the facts as I understand them. The ad announced that the store would open at 7 a.
She then complained that Loman's was obligated to sell her a comparably valued designer leather coat at the advertised price. The store manager declined, and the shopper filed a complaint in Small Claims Court, claiming that Loman's had breached a contract by failing to sell the advertised leather coats at the advertised price.
You mentioned to me that the store occasionally gives rain checks when it is possible to replenish supplies of an item that Loman's can purchase at a discount. In this case, the manufacturer had discontinued the line of coats and Loman's was not willing to sell other, designer leather coats at such a drastic markdown.
You are concerned that, if the shopper's interpretation were to be honored, Loman's would have to reconsider its marketing strategies. Although you had assumed that the advertised terms applied only while supplies lasted, your ad had not included language to that effect.
Under these facts, a court would likely apply the well-settled law that a general advertisement that merely lists items for sale is at best an invitation to negotiate, not an offer to form a contract. For example, where an advertisement containing terms for sale was missing the amount of goods available for sale, a court held that the seller had not made an offer that was complete and definite in all material terms.
Thus, no contract was ever made between the seller and a person who submitted a purchase order. By announcing that "the early bird catches the savings," the ad implied that the supplies would run out. Thus, no contract came into existence from this transaction.
Although the additional text might increase the cost of advertising, in the long run inserting this additional language in the ads could save you time and the costs involved in defending claims such as this one.
Please feel free to call my office at if you have questions, or would like to set up a time to meet. The factual criteria of the rule for offers under contract law, discussed in the following paragraph of the letter, are the source of the legally significant facts.The Legal Writing course is a unit online program combining text, audio, interactive elements and extensive feedback from a qualified TransLegal lawyer-linguist to help develop the English writing skills required of legal professionals.
Memorandum of Advice for Katie. The following memorandum of advice will outline the legal principles underpinning the claims of the affected parties and will serve to outline what recourse she has in achieving a satisfactory outcome.
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The central difference between advice and advise is that the spelling advice, with -ice at the end, is the standard English spelling for the noun, but *never* for the verb.
Advice has two meanings: guidance or recommendations offered to someone about the best course of action to take in a particular situation: she gave good advice about.