What is an offer?


An offer comprises two elements: first, a statement, express or implied, of the material terms of the proposed agreement; and, second, a promise, express or implied, by the offeror to abide by those terms if the offeree accepts them. A promises to pay B £30 if, in return, B promises to wash A’s car this afternoon.

Offer and invitation to treat distinguished

It is helpful to be able to distinguish an offer from an invitation to treat. An invitation to treat has been described as ‘an expression, by words or conduct, of a willingness to negotiate’ (Burrows A Restatement of the English Law of Contract (2016, OUP) s 7(4)). A says to B, ‘would you be interested in buying my car? I’d want at least £5,000 for it. What do you think?’

The key difference between an offer and an invitation to treat is that the latter lacks any promise to abide by the terms proposed (An invitation to treat may well also lack all the material terms of the proposed transaction). The distinction between offer and invitation to treat can be hard to draw in any particular situation although it is generally helpful to have in mind in the broader context in which the interaction takes place.

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