⚡ 10-Second Rule
An offer counts when a reasonable listener would think, "if I just say yes, we have a deal."
🧒 ELI-10 Scene
At recess, Priya holds out her sparkly pencil case to Zoe. "Trade you this for your dinosaur eraser — deal?" Zoe knows one word from her seals it. That's the real thing. Compare the hallway poster: "Bake Sale Friday — Cookies 50 Cents!" The poster isn't promising Zoe a cookie. It's inviting her to come to the table, where cookies might be gone. And if Priya grabs the pencil case back before Zoe answers, the trade dies. Zoe can't say yes to a trade that's already off the table.
⚖️ Actual Rule
An offer, per Restatement (Second) of Contracts § 24 (paraphrasing), is conduct or words showing the speaker is ready to deal on stated terms, communicated in a way that would lead a reasonable recipient to believe saying yes seals the bargain then and there. The test is objective: in Lucy v. Zehmer, 196 Va. 493, 84 S.E.2d 516 (1954), the court enforced a farm sale the seller claimed was a joke, because his outward words and acts reasonably signaled a serious deal. Advertisements are ordinarily invitations to deal, not offers (Restatement § 26, paraphrasing), unless — as in Lefkowitz v. Great Minneapolis Surplus Store, 251 Minn. 188 (1957) — the ad is clear, definite, and explicit, leaving nothing open for negotiation. An offer terminates by revocation (effective on receipt, and possible indirectly through reliable information of inconsistent acts, Dickinson v. Dodds, 2 Ch. D. 463 (1876)), rejection or counteroffer, lapse of a stated or reasonable time, or the offeror's death or incapacity (Restatement § 36, paraphrasing). Two shields block revocation: an option contract supported by consideration (Restatement § 87, paraphrasing), and UCC § 2-205: "An offer by a merchant to buy or sell goods in a signed writing which by its terms gives assurance that it will be held open is not revocable, for lack of consideration, during the time stated or if no time is stated for a reasonable time, but in no event may such period of irrevocability exceed three months."
ELI-10 translation: an offer is deal-ready words, judged by how they sound, and it stays alive only until someone kills it or a paid lock protects it.
🔍 Ask These Questions
- Would a reasonable listener hear these words as deal-ready? (Would a stranger think "just say yes and it's done"?)
- Are the terms definite — people, thing, price or quantity? (Can you tell exactly what's being traded?)
- Is it an ad? Ads usually just invite shoppers, unless clear, definite, and explicit with nothing left open. (A flyer means "come look," not "it's yours.")
- Is the offer still alive — no revocation, rejection, counteroffer, lapse, or death of the offeror? (Did anything kill the offer before the yes?)
- Did the offeree learn of inconsistent acts from a reliable source? (Hearing "she already sold it" from someone trustworthy kills the offer too.)
- Is the offer locked open — an option paid for with consideration, or a merchant's signed firm offer under § 2-205? (Only a paid lock or the merchant rule stops take-backs.)
⚠️ Bar Trap
Exam language: Examiners have an offeror promise to hold the offer open for a stated period, then revoke early — and bait you into enforcing the promise. A gratuitous promise of irrevocability binds no one: absent consideration for an option or a merchant's signed firm offer under § 2-205, the offeror may revoke any time before acceptance, including by indirect revocation the offeree learns of reliably.
ELI-10: "I'll keep it open all week" is just talk unless someone paid for the lock or the merchant rule applies. And learning the thing was sold to someone else kills the offer just as surely as hearing "I take it back."
🧪 Question
On June 1, Callie, a retired music teacher, told her neighbor Bruno, "I'll sell you my 1968 hollow-body guitar for $2,000, and I'll keep this offer open through June 8." Bruno said he needed a few days to arrange financing. On June 4, Callie sold the guitar to a visiting collector. On June 5, a mutual friend who had watched the collector carry the guitar away told Bruno about the sale. On June 6, Bruno delivered a signed note to Callie stating, "I accept your offer and have the $2,000." Callie refused to perform, and Bruno sued for breach of contract.
Is Bruno likely to prevail?
(A) Yes, because he accepted within the period Callie promised to hold the offer open. (B) Yes, because Callie never personally communicated a revocation to Bruno. (C) No, because Bruno received reliable information of the sale before he accepted, which terminated the offer. (D) No, because an offer to sell goods can never be made irrevocable without consideration.
Answer: (C). Callie's promise to hold the offer open was unsupported by consideration and was not a merchant's signed firm offer, so it was freely revocable. Under the indirect-revocation doctrine, the offer terminated when Bruno learned of the inconsistent sale from a reliable source — before his June 6 acceptance.
💡 Why the Wrong Answers Are Wrong
- (A) treats a gratuitous promise of irrevocability as binding; without consideration or § 2-205, it is not.
- (B) ignores indirect revocation: reliable third-party information of an inconsistent act terminates the offer without any direct message.
- (D) overstates the rule; § 2-205 makes a merchant's signed firm offer irrevocable without consideration, so "never" is wrong.
- ELI-10: The misconception is thinking "I'll keep it open" locks the door by itself. Only payment or the merchant rule locks it, and reliable bad news unlocks nothing — it slams the door for good.
