1. Invitation to treat (or invitation to bargain in the United States) is a contract law term. It comes from
the Latin phrase invitatio ad offerendum and means an "inviting an offer". Or as Andy Burrows writes,
an invitaton to treat is
"an expression of willingness to negotiate. A person making an invitation to treat does not
intend to be bound as soon as it is accepted by the person to whom the statement is
addressed."[1]
Contract lawyers distinguish this from a binding offer, which can be accepted to form a contract
(subject to other conditions being met). The distinction between an offer and invitation to treat is best
understood through the categories that the courts create. Invitations to treat include the display of
goods; the advertisement of a price or an auction; and an invitation for tenders (or competitive bids).
There may however be statutory or complementary obligations, so consumer protection laws prohibit
misleading advertising and at auctions without reserve there is always a duty to sell to the highest bona
fide bidder. But the general rule is that unlike an actual offer, an invitation to treat is not binding. The
"inviter" can change his or her mind.
Contents
•[hide]1
Case law
•2 See
also
•3 Notes
•4
Reference
s
[edit] Case law
Contract law
Part of the common law series
Contract formation
Offer and acceptance · Mailbox rule
Mirror image rule · Invitation to treat
Firm offer · Consideration
Defenses against formation
Lack of capacity
Duress · Undue influence
Illusory promise · Statute of frauds
Non est factum
Contract interpretation

2. Parol evidence rule
Contract of adhesion
Integration clause
Contra proferentem
Excuses for non-performance
Mistake · Misrepresentation
Frustration of purpose · Impossibility
Impracticability · Illegality
Unclean hands · Unconscionability
Accord and satisfaction
Rights of third parties
Privity of contract
Assignment · Delegation
Novation · Third party beneficiary
Breach of contract
Anticipatory repudiation · Cover
Exclusion clause · Efficient breach
Fundamental breach
Remedies
Specific performance
Liquidated damages
Penal damages · Rescission
Quasi-contractual obligations
Promissory estoppel
Quantum meruit
Related areas of law
Conflict of laws · Commercial law
Other common law areas
Tort law · Property law
Wills, trusts and estates
Criminal law · Evidence
v•d•e
The clearest example of an invitation to treat is a tender (or bidding in the U.S.) process. This was
illustrated in the case of Spencer v Harding (1870) LR 5 CP 561, where the defendants offered to sell
by tender their stock and the court held that they had not undertaken to sell to the person who made the
highest tender, but were inviting offers which they could then accept or reject as they saw appropriate.
In certain circumstances though, an invitation for tenders may be an offer. The clearest example of this
was seen in Harvela Investments Ltd v Royal Trust of Canada (CI) Ltd [1986] AC 207, where the
defendants had made it clear that they were going to accept the highest tender; the court held that this
was an offer which was accepted by the person who made the highest tender and that the defendants
were in breach of contract by not doing so.
An auction may be more ambiguous. Generally an auction may be seen as an invitation to treat, with
the property owner asking for offers of a certain amount and then selecting which to accept as
illustrated in Payne v Cave (1789) 3 TR 148. However, if it is stated by the owner that there is no
reserve price or that there is a reserve price beyond which offers will be accepted then the auction is
most likely a contractual offer which is accepted by the highest bidder; this was affirmed in the
Appellate court in Barry v Davies [2000] 1 WLR 1962.Spencer v Harding

3. From Wikipedia, the free encyclopedia
Jump to: navigation, search
Spencer v Harding
Court Court of Common Pleas
Date decided 29 June 1869
Citations (1870) LR 5 CP 561
Judges sitting Willes J, Keating J and Montague Smith J
Spencer v Harding (1870) LR 5 CP 561 is an English contract law case concerning the requirements of
offer and acceptance in the formation of a contract. The case established that an offer inviting tenders
to be submitted for the purchase of stock did not amount to an offer capable of acceptance to sell that
stock, but rather amounted to an invitation to treat.
Contents
•[hide]1
Facts
•2
Judgment
•3 See
also
•4 Notes
[edit] Facts
The Defendants sent out a circular containing the following wording:
“ 28, King Street, Cheapside, May 17th, 1869. We are instructed to offer to the wholesale trade for
sale by tender the stock in trade of Messrs. G. Eilbeck & Co., of No. 1, Milk Street, amounting as
per stock-book to 2503l. 13s. 1d., and which will be sold at a discount in one lot. Payment to be
made in cash. The stock may be viewed on the premises, No. 1, Milk Street, up to Thursday, the
20th instant, on which day, at 12 o'clock at noon precisely, the tenders will be received and
opened at our offices. Should you tender and not attend the sale, please address to us sealed and
inclosed, 'Tender for Eilbeck's stock.' Stock-books may be had at our offices on Tuesday
morning. Honey, Humphreys, & Co. ”
The Defendants did not promise to sell the stock to the highest bidder for cash. The Claimants sent a
tender to the Defendants which, following the submission of all tenders, was the highest tender. The
Defendants refused to sell the stock to the Claimants.
The Defendants submitted that the circular was not intended to be a binding offer capable of
acceptance. Rather, it was merely a circular inviting others to make offers. The Claimants submitted
that the circular did constitute a valid offer and that the Claimant had, by submitting the highest tender
and attending all the necessary meetings, accepted that offer.

4. [edit] Judgment
Willes J held that the circular was not an offer, but merely an invitation to gather tenders, upon which
the Defendants were entitled to act. Willes, J. held that the absence of any specific wording such as
"and we undertake to sell to the highest bidder" rebutted any presumption that the Defendants had
intended to be bound by a contract and distinguished the present circumstances from instances of
reward contract offers or an offer to the world.
Keating J and Montague Smith J concurred.
A shop owner displaying their goods for sale is generally making an invitation to treat
(PharmaceuticalInvitation to treat (or invitation to bargain in the United States) is a contract law
term. It comes from the Latin phrase invitatio ad offerendum and means an "inviting an offer". Or as
Andy Burrows writes, an invitaton to treat is
"an expression of willingness to negotiate. A person making an invitation to treat
doSpencer v Harding
From Wikipedia, the free encyclopedia
Jump to: navigation, search
Spencer v Harding
Court Court of Common Pleas
Date decided 29 June 1869
Citations (1870) LR 5 CP 561
Judges sitting Willes J, Keating J and Montague Smith J
Spencer v Harding (1870) LR 5 CP 561 is an English contract law case concerning the requirements of
offer and acceptance in the formation of a contract. The case established that an offer inviting tenders
to be submitted for the purchase of stock did not amount to an offer capable of acceptance to sell that
stock, but rather amounted to an invitation to treat.
Contents
•[hide]1
Facts
•2
Judgment
•3 See
also
•4 Notes
[edit] Facts
The Defendants sent out a circular containing the following wording:

5. “ 28, King Street, Cheapside, May 17th, 1869. We are instructed to offer to the wholesale trade for
sale by tender the stock in trade of Messrs. G. Eilbeck & Co., of No. 1, Milk Street, amounting as
per stock-book to 2503l. 13s. 1d., and which will be sold at a discount in one lot. Payment to be
made in cash. The stock may be viewed on the premises, No. 1, Milk Street, up to Thursday, the
20th instant, on which day, at 12 o'clock at noon precisely, the tenders will be received and
opened at our offices. Should you tender and not attend the sale, please address to us sealed and
inclosed, 'Tender for Eilbeck's stock.' Stock-books may be had at our offices on Tuesday
morning. Honey, Humphreys, & Co. ”
The Defendants did not promise to sell the stock to the highest bidder for cash. The Claimants sent a
tender to the Defendants which, following the submission of all tenders, was the highest tender. The
Defendants refused to sell the stock to the Claimants.
The Defendants submitted that the circular was not intended to be a binding offer capable of
acceptance. Rather, it was merely a circular inviting others to make offers. The Claimants submitted
that the circular did constitute a valid offer and that the Claimant had, by submitting the highest tender
and attending all the necessary meetings, accepted that offer.
[edit] Judgment
Willes J held that the circular was not an offer, but merely an invitation to gather tenders, upon which
the Defendants were entitled to act. Willes, J. held that the absence of any specific wording such as
"and we undertake to sell to the highest bidder" rebutted any presumption that the Defendants had
intended to be bound by a contract and distinguished the present circumstances from instances of
reward contract offers or an offer to the world.
Keating J and Montague Smith J concurred.
es not intend to be bound as soon as it is accepted by the person to whom the statement is
addressed."[1]Spencer v Harding
From Wikipedia, the free encyclopedia
Jump to: navigation, search
Spencer v Harding
Court Court of Common Pleas
Date decided 29 June 1869
Citations (1870) LR 5 CP 561
Judges sitting Willes J, Keating J and Montague Smith J
Spencer v Harding (1870) LR 5 CP 561 is an English contract law case concerning the requirements of
offer and acceptance in the formation of a contract. The case established that an offer inviting tenders
to be submitted for the purchase of stock did not amount to an offer capable of acceptance to sell that
stock, but rather amounted to an invitation to treat.

6. Contents
•[hide]1
Facts
•2
Judgment
•3 See
also
•4 Notes
[edit] Facts
The Defendants sent out a circular containing the following wording:
“ 28, King Street, Cheapside, May 17th, 1869. We are instructed to offer to the wholesale trade for
sale by tender the stock in trade of Messrs. G. Eilbeck & Co., of No. 1, Milk Street, amounting as
per stock-book to 2503l. 13s. 1d., and which will be sold at a discount in one lot. Payment to be
made in cash. The stock may be viewed on the premises, No. 1, Milk Street, up to Thursday, the
20th instant, on which day, at 12 o'clock at noon precisely, the tenders will be received and
opened at our offices. Should you tender and not attend the sale, please address to us sealed and
inclosed, 'Tender for Eilbeck's stock.' Stock-books may be had at our offices on Tuesday
morning. Honey, Humphreys, & Co. ”
The Defendants did not promise to sell the stock to the highest bidder for cash. The Claimants sent a
tender to the Defendants which, following the submission of all tenders, was the highest tender. The
Defendants refused to sell the stock to the Claimants.
The Defendants submitted that the circular was not intended to be a binding offer capable of
acceptance. Rather, it was merely a circular inviting others to make offers. The Claimants submitted
that the circular did constitute a valid offer and that the Claimant had, by submitting the highest tender
and attending all the necessary meetings, accepted that offer.
[edit] Judgment
Willes J held that the circular was not an offer, but merely an invitation to gather tenders, upon which
the Defendants were entitled to act. Willes, J. held that the absence of any specific wording such as
"and we undertake to sell to the highest bidder" rebutted any presumption that the Defendants had
intended to be bound by a contract and distinguished the present circumstances from instances of
reward contract offers or an offer to the world.
Keating J and Montague Smith J concurred.
Contract lawyers distinguish this from a binding offer, which can be accepted to form a contract
(subject to other conditions being met). The distinction between an offer and invitation to treat is best
understood through the categories that the courts create. Invitations to treat include the display of
goods; the advertisement of a price or an auction; and an invitation for tenders (or competitive
bids).Spencer v Harding

7. From Wikipedia, the free encyclopedia
Jump to: navigation, search
Spencer v Harding
Court Court of Common Pleas
Date decided 29 June 1869
Citations (1870) LR 5 CP 561
Judges sitting Willes J, Keating J and Montague Smith J
Spencer v Harding (1870) LR 5 CP 561 is an English contract law case concerning the requirements of
offer and acceptance in the formation of a contract. The case established that an offer inviting tenders
to be submitted for the purchase of stock did not amount to an offer capable of acceptance to sell that
stock, but rather amounted to an invitation to treat.
Contents
•[hide]1
Facts
•2
Judgment
•3 See
also
•4 Notes
[edit] Facts
The Defendants sent out a circular containing the following wording:
“ 28, King Street, Cheapside, May 17th, 1869. We are instructed to offer to the wholesale trade for
sale by tender the stock in trade of Messrs. G. Eilbeck & Co., of No. 1, Milk Street, amounting as
per stock-book to 2503l. 13s. 1d., and which will be sold at a discount in one lot. Payment to be
made in cash. The stock may be viewed on the premises, No. 1, Milk Street, up to Thursday, the
20th instant, on which day, at 12 o'clock at noon precisely, the tenders will be received and
opened at our offices. Should you tender and not attend the sale, please address to us sealed and
inclosed, 'Tender for Eilbeck's stock.' Stock-books may be had at our offices on Tuesday
morning. Honey, Humphreys, & Co. ”
The Defendants did not promise to sell the stock to the highest bidder for cash. The Claimants sent a
tender to the Defendants which, following the submission of all tenders, was the highest tender. The
Defendants refused to sell the stock to the Claimants.
The Defendants submitted that the circular was not intended to be a binding offer capable of
acceptance. Rather, it was merely a circular inviting others to make offers. The Claimants submitted
that the circular did constitute a valid offer and that the Claimant had, by submitting the highest tender
and attending all the necessary meetings, accepted that offer.

8. [edit] Judgment
Willes J held that the circular was not an offer, but merely an invitation to gather tenders, upon which
the Defendants were entitled to act. Willes, J. held that the absence of any specific wording such as
"and we undertake to sell to the highest bidder" rebutted any presumption that the Defendants had
intended to be bound by a contract and distinguished the present circumstances from instances of
reward contract offers or an offer to the world.
Keating J and Montague Smith J concurred.
There may however be statutory or complementary obligations, so consumer protection laws prohibit
misleading advertising and at auctions without reserve there is always a duty to sell to the highest bona
fide bidder. But the general rule is that unlike an actual offer, an invitation to treat is not binding. The
"inviter" can change his or her mind.
Spencer v Harding
From Wikipedia, the free encyclopedia
Jump to: navigation, search
Spencer v Harding
Court Court of Common Pleas
Date decided 29 June 1869
Citations (1870) LR 5 CP 561
Judges sitting Willes J, Keating J and Montague Smith J
Spencer v Harding (1870) LR 5 CP 561 is an English contract law case concerning the requirements of
offer and acceptance in the formation of a contract. The case established that an offer inviting tenders
to be submitted for the purchase of stock did not amount to an offer capable of acceptance to sell that
stock, but rather amounted to an invitation to treat.
Contents
•[hide]1
Facts
•2
Judgment
•3 See
also
•4 Notes
[edit] Facts
The Defendants sent out a circular containing the following wording:
“ 28, King Street, Cheapside, May 17th, 1869. We are instructed to offer to the wholesale trade for ”
sale by tender the stock in trade of Messrs. G. Eilbeck & Co., of No. 1, Milk Street, amounting as
per stock-book to 2503l. 13s. 1d., and which will be sold at a discount in one lot. Payment to be

9. made in cash. The stock may be viewed on the premises, No. 1, Milk Street, up to Thursday, the
20th instant, on which day, at 12 o'clock at noon precisely, the tenders will be received and
opened at our offices. Should you tender and not attend the sale, please address to us sealed and
inclosed, 'Tender for Eilbeck's stock.' Stock-books may be had at our offices on Tuesday
morning. Honey, Humphreys, & Co.
The Defendants did not promise to sell the stock to the highest bidder for cash. The Claimants sent a
tender to the Defendants which, following the submission of all tenders, was the highest tender. The
Defendants refused to sell the stock to the Claimants.
The Defendants submitted that the circular was not intended to be a binding offer capable of
acceptance. Rather, it was merely a circular inviting others to make offers. The Claimants submitted
that the circular did constitute a valid offer and that the Claimant had, by submitting the highest tender
and attending all the necessary meetings, accepted that offer.
[edit] Judgment
Willes J held that the circular was not an offer, but merely an invitation to gather tenders, upon which
the Defendants were entitled to act. Willes, J. held that the absence of any specific wording such as
"and we undertake to sell to the highest bidder" rebutted any presumption that the Defendants had
intended to be bound by a contract and distinguished the present circumstances from instances of
reward contract offers or an offer to the world.
Keating J and Montague Smith J concurred.
Contents
•[hide]1
Case law
•2 See
also
•3 Notes
•4
Reference
s
[edit] Case law
Contract law
Part of the common law series
Contract formation
Offer and acceptance · Mailbox rule

10. Mirror image rule · Invitation to treat
Firm offer · Consideration
Defenses against formation
Lack of capacity
Duress · Undue influence
Illusory promise · Statute of frauds
Non est factum
Contract interpretation
Parol evidence rule
Contract of adhesion
Integration clause
Contra proferentem
Excuses for non-performance
Mistake · Misrepresentation
Frustration of purpose · Impossibility
Impracticability · Illegality
Unclean hands · Unconscionability
Accord and satisfaction
Rights of third parties
Privity of contract
Assignment · Delegation
Novation · Third party beneficiary
Breach of contract
Anticipatory repudiation · Cover
Exclusion clause · Efficient breach
Fundamental breach
Remedies
Specific performance
Liquidated damages
Penal damages · Rescission
Quasi-contractual obligations
Promissory estoppel
Quantum meruit
Related areas of law
Conflict of laws · Commercial law
Other common law areas
Tort law · Property law
Wills, trusts and estates
Criminal law · Evidence
v•d•e
The clearest example of an invitation to treat is a tender (or bidding in the U.S.) process. This was
illustrated in the case of Spencer v Harding (1870) LR 5 CP 561, where the defendants offered to sell
by tender their stock and the court held that they had not undertaken to sell to the person who made the
highest tender, but were inviting offers which they could then accept or reject as they saw appropriate.
In certain circumstances though, an invitation for tenders may be an offer. The clearest example of this
was seen in Harvela Investments Ltd v Royal Trust of Canada (CI) Ltd [1986] AC 207, where the
defendants had made it clear that they were going to accept the highest tender; the court held that this
was an offer which was accepted by the person who made the highest tender and that the defendants
were in breach of contract by not doing so.

11. An auction may be more ambiguous. Generally an auction may be seen as an invitation to treat, with
the property owner asking for offers of a certain amount and then selecting which to accept as
illustrated in Payne v Cave (1789) 3 TR 148. However, if it is stated by the owner that there is no
reserve price or that there is a reserve price beyond which offers will be accepted then the auction is
most likely a contractual offer which is accepted by the highest bidder; this was affirmed in the
Appellate court in Barry v Davies [2000] 1 WLR 1962.
A shop owner displaying their goods for sale is generally making an invitation to treat (Pharmaceutical
Society of Great Britain v Boots Cash Chemists (Southern) Ltd [1953] 1 QB 401). They are not obliged
to sell the goods to anyone who is willing to pay for them, even if additional signage such as "special
offer" accompanies the display of the goods. (But see bait and switch.) This distinction was legally
relevant in Fisher v Bell [1961] 1 QB 394, where it was held that displaying a flicknife for sale in a
shop did not contravene legislation which prohibited offering for sale such a weapon. The distinction
also means that if a shop mistakenly displays an item for sale at a very low price it is not obliged to sell
it for that amount [1].
Generally, advertisements are invitations to treat, so the person advertising is not compelled to sell to
every customer. In Partridge v Crittenden [1968] 1 WLR 1204, it was held that where the appellant
advertised to sell wild birds, was not offering to sell them. Lord Parker CJ commented that it did not
make "business sense" for advertisements to be offers, as the person making the advertisement may
find himself in a situation where he would be contractually obliged to sell more goods than he actually
owned. In certain circumstances however, an advertisement can be an offer, a well known example
being the case of Carlill v Carbolic Smoke Ball Company [1893] 1 QB 256, where it was held that the
defendants, who advertised that they would pay anyone who used their product in the prescribed
manner and caught influenza £100 and said that they had deposited £1,000 in the bank to show their
good faith, has made an offer to the whole world and were contractually obliged to pay £100 to
whoever accepted it by performing the requested acts.
[edit]
Society of Great Britain v Boots Cash Chemists (Southern) Ltd [1953] 1 QB 401). They are not
obliged to sell the goods to anyone who is willing to pay for them, even if additional signage such as
"special offer" accompanies the display of the goods. (But see bait and switch.) This distinction was
legally relevant in Fisher v Bell [1961] 1 QB 394, where it was held that displaying a flicknife for sale
in a shop did not contravene legislation which prohibited offering for sale such a weapon. The
distinction also means that if a shop mistakenly displays an item for sale at a very low price it is not
obliged to sell it for that amount [1].
Generally, advertisements are invitations to treat, so the person advertising is not compelled to sell to
every customer. In Partridge v Crittenden [1968] 1 WLR 1204, it was held that where the appellant
advertised to sell wild birds, was not offering to sell them. Lord Parker CJ commented that it did not
make "business sense" for advertisements to be offers, as the person making the advertisement may
find himself in a situation where he would be contractually obliged to sell more goods than he actually
owned. In certain circumstances however, an advertisement can be an offer, a well known example
being the case of Carlill v Carbolic Smoke Ball Company [1893] 1 QB 256, where it was held that the
defendants, who advertised that they would pay anyone who used their product in the prescribed
manner and caught influenza £100 and said that they had deposited £1,000 in the bank to show their
good faith, has made an offer to the whole world and were contractually obliged to pay £100 to
whoever accepted it by performing the requested acts.

12. [edit]
Spencer v Harding
From Wikipedia, the free encyclopedia
Jump to: navigation, search
Spencer v Harding
Court Court of Common Pleas
Date decided 29 June 1869
Citations (1870) LR 5 CP 561
Judges sitting Willes J, Keating J and Montague Smith J
Spencer v Harding (1870) LR 5 CP 561 is an English contract law case concerning the requirements of
offer and acceptance in the formation of a contract. The case established that an offer inviting tenders
to be submitted for the purchase of stock did not amount to an offer capable of acceptance to sell that
stock, but rather amounted to an invitation to treat.
Contents
•[hide]1
Facts
•2
Judgment
•3 See
also
•4 Notes
[edit] Facts
The Defendants sent out a circular containing the following wording:
“ 28, King Street, Cheapside, May 17th, 1869. We are instructed to offer to the wholesale trade for
sale by tender the stock in trade of Messrs. G. Eilbeck & Co., of No. 1, Milk Street, amounting as
per stock-book to 2503l. 13s. 1d., and which will be sold at a discount in one lot. Payment to be
made in cash. The stock may be viewed on the premises, No. 1, Milk Street, up to Thursday, the
20th instant, on which day, at 12 o'clock at noon precisely, the tenders will be received and
opened at our offices. Should you tender and not attend the sale, please address to us sealed and
inclosed, 'Tender for Eilbeck's stock.' Stock-books may be had at our offices on Tuesday
morning. Honey, Humphreys, & Co. ”
The Defendants did not promise to sell the stock to the highest bidder for cash. The Claimants sent a
tender to the Defendants which, following the submission of all tenders, was the highest tender. The
Defendants refused to sell the stock to the Claimants.

13. The Defendants submitted that the circular was not intended to be a binding offer capable of
acceptance. Rather, it was merely a circular inviting others to make offers. The Claimants submitted
that the circular did constitute a valid offer and that the Claimant had, by submitting the highest tender
and attending all the necessary meetings, accepted that offer.
[edit] Judgment
Willes J held that the circular was not an offer, but merely an invitation to gather tenders, upon which
the Defendants were entitled to act. Willes, J. held that the absence of any specific wording such as
"and we undertake to sell to the highest bidder" rebutted any presumption that the Defendants had
intended to be bound by a contract and distinguished the present circumstances from instances of
reward contract offers or an offer to the world.
Keating J and Montague Smith J concurred.