Definite and Certain Offer

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A Definite and Certain Offer is a legal principle that involves a proposal made with specific, unambiguous terms and a clear intent to enter into a legally binding agreement upon acceptance by the offeree.

  • AKA: Clear Offer.
  • Context:
    • It can serve as the foundation for forming a contract by establishing clear and definite terms that leave no ambiguity regarding each party's obligations.
    • It can distinguish a valid offer from an **invitation to treat**, as a clear offer indicates an intent to be legally bound, while an invitation to treat is merely a proposal to negotiate.
    • It can specify conditions such as time, payment method, and performance requirements, enabling the offeree to make an informed decision about acceptance.
    • It can be used in commercial contexts, where precise terms help prevent potential disputes by ensuring mutual understanding of the contractual obligations.
    • It can be subject to revocation prior to acceptance unless a specific timeframe for acceptance is included, helping the offeror retain control over the terms and conditions.
  • Example(s):
    • An individual offers to sell a vehicle for $10,000 with full payment due within 30 days, establishing a clear and actionable offer for the offeree.
    • A business provides a contract to a contractor for building renovations, detailing payment schedules, deadlines, and specific service terms, which constitutes a clear offer.
  • Counter-Example(s):
    • A vague proposal like, "I may be willing to sell my car for the right price," lacks the specificity to be a clear offer and instead may be an invitation to treat.
    • An advertisement listing a product price in a catalog is generally considered an invitation to treat, as it invites potential buyers to make offers rather than forming a binding contract.
  • See: Contract Law, Legal Acceptance, Mutual Assent, Invitation to Treat, Unilateral Contract, Counteroffer, Revocation of Offer.


References

2024a

2024b

  • (Buckner & Cooper, 2024) ⇒ Susan Buckner, and Aviana Cooper (2024). "What Is an Offer?". In: FindLaw.
    • QUOTE: "The terms of the offer must be clear enough that the offeree knows what is being offered, what they must do to accept, and what they are being asked to do in exchange." It emphasizes the importance of clear and definite terms for a binding contract.