What is an Invitation to Treat ?

It is important to mention that, the preliminary stage of a negotiation is not always an offer. Before making a final contract, there are some negotiations that may be involved. So, whatever does or says during the negotiation is not binding upon the negotiating parties. At one stage during the negotiation, when a party wants the other to make an offer. Then this stage is called an invitation to treat.

Examples of Invitation to treat –


1) Display of goods in a shop window

Fisher v Bell. In this case a Shopkeeper had been convicted under the Restriction of Offensive Weapons Act 1959 for displaying flick knives in his shop window. This Act prohibited ‘offering for sale’ various types of offensive weapons including flick knives. For this reason, he was convicted of the criminal offence by offering the flick knives. The defendant appealed. On appeal, Lord Parker CJ said that the display of any article with a price tag on it in a display window of a shop is not an offer but an invitation to treat and this overturned the conviction.








2) Display of goods on shelves in a self–service shop –

In the case of Pharmaceutical Society of GB vs. Boots Cash Chemists Ltd [1953] 1 All ER 482 , Boots were charged under s.18 of the Pharmacy and Possession Act 1933 . This Act provides that, ‘the sale of some specific medicines must be sold under the supervision of qualified pharmacist’. From the Boots, two customers chose some medicines to buy and put them into their baskets. No pharmacists were supervising the shelves, but a pharmacist was told to supervise the transaction at the till. Now the question arises when the sale was made. Was it on the shelves or at the till? Firstly, it was told that the sale had taken place when the customer put the medicine on their baskets. So, Boots were convicted. They appealed. The Court of Appeal held that this was merely an invitation to treat because shelf display was like an advertisement.Moreover, Court of Appeal explained the situation. It was told that when the medicine was taken by the customer from the shelves then, the offer was made by the customer and this offer was accepted by the person who is at the till on that time. Here the person at the cash desk has the option to accept or reject the offer made by the customer. As if the pharmacist was present at the cash desk for supervising, so no offence has been committed by the boots. Through this judgment, the freedoms of contract of the shopkeepers have been protected.

3) Advertisement in a newspaper or a magazine –

Usually, we can see huge amount of advertisement on daily paper or a weekly magazines. These Advertisements are called an invitation to treat. In Partridge v Crittenden[1968] 1 WLR 1204, an advertisement was published in a newspaper offering the sale of birds by mentioning that, ‘Bramblefinch cocks and hens,25s each’. The seller was convicted under the Protection of Birds Act 1954. It was held by the court that the advertisement was at the preliminary stage of negotiation and the interested person will make an offer to the seller. That’s why, it was an invitation to treat not an offer.










4) An invitation to council tenants to purchase their property –


In Gibson vs Manchester City council [1979] 1 WLR 294 ,A local council had made a decision to make an offer to sell their council houses to the current council tenants. One of the council tenants called Gibson was very much interested to buy his house. The City Treasurer wrote standard letters including the application form and sent it to all the council tenants. One of them was Gibson. On reply the council stated that, it may be prepared to sell the house to you for 2,180 pounds.Mr Gibson replied them that, the road of the house is not in good condition so, is it possible to compromise the price? The Council declined to change the price. On 18 March 1971 he agreed to the fixed price and sent a letter to the council. In may 1971,due to political reason the council decided to stop selling the council houses to the tenants.Mr Gibson brought a legal action against the Council by mentioning that the letter he had received mentioning the buying price was an offer, which was accepted by him on 18 March 1971.The House of Lords argued on the ground that the letter giving the purchase price did not amount to an offer, it was merely one step of negotiations for making a contract, that could only be counted as an invitation to treat. So, the council did not make any offer to the council tenant.

5) A mere statement of price –


Harvey v Facey[1893] AC 552, here Harvey was interested to buy Facey’s farm and sent a telegram by writing that ‘Will you sell me Bumper Hall Penn? Telegraph lowest price’. On reply, Facey wrote that, ‘lowest price acceptable 900 pounds’.Harvery argued that Harvey had accepted the offer made by Facey. However, the court held that, Facey’s statement of price was only an invitation to treat not an offer.



6) Sales at Auction -


Actually, the principle of invitation to treat was obtained from the traditional practice at auctions. According to the Sale of Goods Act 1979, an auctioneer has to request the others to make a bid, which is merely an invitation to treat. Each bid is an offer. Each bidder’s offer expires whenever a new higher bid is made. On a certain point, every bidder stopped bidding on a price and subsequently that offering price is accepted by the auctioneer on behalf of the seller. It is too significant to mention that, any bidder could withdraw his bid before the hammer falls and similarly, the auctioneer may also withdraw the goods before the hammer falls.


British Car Auctions v Wright [1972] 1 WLR 1519, Where the auctioneers were prosecuted for offering to sell an unfit vehicle at an auction.However, the the prosecution successfully failed on the ground that the was no offer but an invitation to treat.


Publishing an advertisement on a newspaper stating that, an auction will take place on a specific time was mere a declaration of intention. It could not be amounted to an offer. Harris vs. Nickerson [1873], where a plaintiff claimed damages for travelling, due to the cancellation of the auction, which he was failed to recover.

What is an Offer?

The definition of offer is given below –


Treitel in The Law of Contract define offer as “ an expression of willingness to contract on specific terms ,made with an intention that it shall become binding on the offeror as soon as it is accepted by the person to whom it is addressed “.


In Unlocking Contract Law, an offer has been described as , “an unconditional statement of person’s intention to be bound by the terms of the offer made and thus the intention to contract with the other person”.

Ewan Mckendrick in his Contract Law Book gave the definition of contract like that, “an offer is a statement by one party of willingness to enter into a contract on stated terms, provided that these terms are, in turn, accepted by the party or parties to whom the offer is addressed”.


The party who makes an offer is called an ‘offeror’ and the person to whom the offer is made is called the ‘offeree’.


N.B. When an offer is accepted by the other party then it becomes binding, and claims could be made in the court for damages or any other remedy if this promise is not kept.

What is an Agreement ?

[ Lord Denning ]

In a shorter term, it could be said that, an Agreement is made by the coincidence of a valid offer and a valid acceptance. In other words, a contractual agreement is said to exist while a valid offer is being followed by a valid acceptance. In order to pinpoint whether a contract is formed or not, we have to observe whether an offer has been made by one party and that offer has been accepted by the other party.Even though, it appears really simple and easy but in reality, it could be much more complicated than it looks .


In the case of, Butler Machine Tool Co vs. Ex-Cell-O Corporation [1979] 1 WLR 401 Lord Denning gave an important suggestion that, ‘the judge should provide a decision of the existence of a contract by examining the evidence not by following the strict principle of offer and acceptance’. Though many judges supported the logic provided by Lord Denning ,however, practically, it became very obvious that the honorable judges like to follow the traditional test of offer and acceptance and apply the test in relevant cases.

Essential elements for a valid contract

In order to be a contract to be valid, three essential elements must be present.Otherwise, it won’t be enforceable by law.


1) There must be an Agreement –

In other words, it is called consensus ad idem. This is completely based on the mutuality between the parties.

2) There must be Consideration-

That means both the parties are bound to exchange something to each other (opposite of gratuitous promise-A promise that is not supported by consideration) – or the quid pro quo or proof that a bargain is in existence.


3) There must be an intention to create a legal relation-

It must be intended by both the parties to be legally bound by the terms and condition of their agreement.(N.B. in case of a simple contract made either in writing or orally or by conduct must be supported by a valid consideration to be valid, because they are not made by deed.(Deed – where a form is expressed to be made by deed, in a formally written form and singed in, which consideration is not necessary.) These are the rules of formation of a contract.

What is Contract Law ??

When we, simply, start thinking just about the word,’Contract’ firstly,it appears in our mind that it is a formally written piece of paper or document that we sign when we decide to buy a new home or the beginning of a new job or sign on any kind of document that legally bind both the party. It is needless to say that, obviously these are contracts but, according to contract law this term has a broader meaning. It is to be noted that, all the agreements are not legally binding until it fulfills some definite criteria. A contract can be formed just from the conduct of the party. For instance – when we buy a toffee from a small shop or buying anything from a slot machine. So, it becomes very obvious that, every person (who is eligible to make a contract in the eyes of contract law) is entering in various types of contracts knowingly or unknowingly every day.