LSP018: Invitation to Treat

In our daily simple transactional activities, have you ever been in a position where you brought a product or goods in a shop for a price higher than the price tag? For instance, the price tag on Hypo sachet in Nigeria is N20 yet it’s being sold for N30 or even 40 naira in most Nigerians stores. Peradventure a buyer insisted on purchasing it at N20 naira and the seller rejected it, can the buyer bring an action against the seller for a breach of contract?

In law, this hypothetical scenario falls under the scope of an Invitation to Treat under Contract. But before we discuss Invitation to Treat, it is important to briefly touch on another important concept which is Offer.

An offer is a definite undertaking or promise made by one party with the intention that it shall become binding on the party making it as soon as it is accepted by the party to whom it is addressed. For example, if Sansa Stark tells Raymond Reddington that she wants to purchase his laptop for the sum of N75,000, that’s an offer and Raymond, can either use to accept or reject. If he accepts, then a contract is formed. A breach of this contract will attract legal action.

On the other hand, an Invitation to Treat is not the same as an Offer. It is an invitation to another person to make an offer. Also known as an Offer to Chaffer, it refers to the preliminary effort to invite or induce others to make an offer. So if you’re travelling and you see an Always billboard advertisement stating that their smallest sanitary pad is now N300, they are basically enticing prospective customers to make an offer around that price and not necessary for that stated price.

An Invitation to Treat is not, by itself, capable of being accepted so as to form a binding agreement. As held by the Court in Neka B.B.B. Manufacturing Co. Ltd. Vs A.C.B. Ltd. (2004) 2 NWLR (Pt.858) 521, ‘an invitation to treat is not an offer that can be accepted to lead to an agreement or contract and therefore cannot form the basis of any cause of action.’

Generally in law, displays of goods in a supermarket, catalogues, shelves, etc are examples of an Invitation to Treat. In Pharmaceutical Society of Great Britain v Boots Cash(1952) 2 QB 795, it was held that goods displayed in a chemist store are examples of an Invitation to Treat. The Offer comes into play when the buyer takes the goods to the cashier. The cashier can then decide to accept or reject the offer. See also Fisher v Bell(1961) 1 QB 394. Other examples of an Invitation to Treat are auctions, advertisements, a call for interviews, etc.

Back to our earlier scenario, the buyer cannot claim a breach of contract because there was no contract in the first place. All that happened was just an Invitation to Treat. It became an Offer when he took the Hypo sachet and presented 20 naira. Since the seller rejected, there was no acceptance that could then metamorphose into a contract.

Thank you for reading and see you next week❤