This post is contrary to the Uniform Commercial Code and its distinction between a binding sales contract and an "invitation to offer."

Good. An auction is completely different. If anyone backs out of a sale of an auction item here they, at least, won't be able to use the BST areas any longer, if not banned altogether.

Hmm,
Seems like there's little to no reason for listing something on B/S/T with a "listening to offers" request when you can easily put whatever number you want and then just change your mind or delay to see if something better comes along. Then again I guess you can do that anyway, even if you start with a defined price. Makes me wonder what is meant by the term etiquette as applied to the net54 "marketplace".

As a lawyer, I stand by my post 100%. As a collector, I stand by Leon 100%.

Leon:

Can buyers also back out of a deal they agreed to?

Yes, at Net54baseball they can do it 1 time, as stated above. In over 20 yrs I don't remember it happening more than maybe a few times in many thousands of transactions (that I know about). So, it's sort of moot but yeah, as I said above, I think everyone gets 1 grace situation where they get buyers or sellers remorse. BUT, I am not a lawyer and this only pertains to the rules on this forum. If there is some law that overrides this, then I guess anyone can sue anyone in the US...I think almost all of us wish, at one time or another, we didn't do a deal we just did. I think it's nice to know you can make a mistake and not be banned. I would like to know about it and think I hear about most of that kind of stuff. A few members have been banned for not following through in situations but those were one-offs.
IF it hasn't happened, consider yourself lucky. And I don't think it's the worst thing in the world to call off a deal. It's not good but not the end of the world.

That said, I keep my word on all of my deals, but I do remember a situation where someone bought something off of my website. It hadn't been updated in a long time and 1 card was way, way off. So yeah, I called that one off as I wasn't going to eat about $7000....

As a lawyer, I stand by mine 100%. There is no court that will find a post of a card for sale with a price and how payment is accepted, that doesn't express an intent to be bound to the first to accept the offer, constitutes a binding offer on the part of the seller. I provided you the most significant cases on the issue, including those that support the proposition that an invitation to treat can become an offer under the right circumstances. And none of them support your claim. Like I said, provide a case that provides otherwise. Those cases are very fact specific. And these aren't those facts.

I have zero desire to spend any more time on this issue. However, as a final statement, if anyone deviates from what I have stated above, they are inviting a lawsuit, particularly when high dollar value cards are involved.

Habeas corpus
 

*

The real lesson is to just not trade or sell cards to lawyers :D

Who told you to put the balm on? Do you even know what a balm is?

Bravo Greg.:D

Anyone with a 50 dollar filing fee can file a lawsuit. There is zero percent chance a court will find in their favor under the facts presented here. You are simply wrong on the law. Wouldn't be the first lawyer I've encountered who is wrong and can't support their position by anything other than a "because I said so" argument. :rolleyes:

On the other hand, I provided the relevant case law, quoted the standards, and showed how they don't apply at all to this situation.

Well given the nature of this forum I would effectively be receiving both offers at the same time. Moreover given the inefficiencies introduced by living my life and other people living theirs, there can be no rational expectation that everyone sees my offer at the instant I post it. Therefore I would choose the player's son instead of the known flipper. Quite simply, I'd have the very good reason:

But I would make my decision immediately at the time choosing from among the PM's I'd received.

:)

Good to know it isn't quite as cold in Canada as I thought.

Why is it then, that thousands upon thousands of real estate transactions settle at amounts greater than the listing price? I'm sure many of them include the material terms of sale (as-is, up-front deposit, balance at close, buyer pays normal buying fees, title transfer, etc.)

Some real estate transactions involve millions of dollars. Why don't we hear of widespread lawsuits, and why would the transaction price ever be higher than the list price? According to you, first buyer to offer full ask gets it, period. No need for him to go above that figure, and futile for a subsequent offer.

Or does the law trteat real estate as a separate animal (and if so, why?)

Because he doesn't understand the difference between including terms of sale in your ad and including terms clearly evidencing an intent to be bound by the sales listing. Those are vastly different things.

For a multitude of reasons, one cannot compare the contractual process, including the legal rights and duties, of selling a home to selling a baseball card. Obviously, a home and any sale of a home are much more complex transactions. Hence, an MLS listing is generally not an offer but information about a home that is treated as an invitation to make an offer.

Look, you guys can do whatever you like. I’m simply offering my legal opinion that you can accept or not. LoL.

Interesting how different your legal opinion is from another lawyer also posting in this thread.

And how his hasn't been supported by any statutes or case law.

Another reason I think your position might have more validity than his is the concept of time. For instance, let's say someone offers a Dick Allen rookie card at a certain price. It goes unsold for a few days, then he's elected to the Hall of Fame, and suddenly several offers come in. Would the seller be compelled to sell at his listed (pre HOF) price?

When I was a kid, I got a coin collector magazine. One of the ads offered silver Franklin half dollars at a certain price. I ordered 10 of them, but had my check returned with a note saying the price had gone up. Again, that scenario seems to fit with your position rather than that of the other lawyer.

Something can be offered for sale at a stated price, but it isn't a contract until both parties agree it's a mutually agreed upon deal.

Did anybody see the orangutan drink the polar cap water and run the red?

There are of course countless issues where courts have reached different conclusions, or different jurisdictions have different rules, but this isn't one of them, it's pretty much Contracts 101.

FACTS

A member posted that he had “a few pre-war cards available for sale. Prices are listed below, PayPal (F&F preferred) or Venmo accepted.” This person then provided a description of each card, the sale price, and a photo of each card.

LAW

“An offer is the manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it.”Restatement Second of Contracts § 24

“An invitation 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.”
Burrows, A. (2009) [2007]. "Offer and Acceptance". A Casebook on Contract (2nd ed.). Portland, Oregon: Hart Publishing. p. 5.

ANALYSIS

In this case, the net54 member who initiated the sale of several cards showed a willingness to enter into a bargain (I.e. an agreement) when he stated he had some cards for sale and then provided essential terms such that any other member who decided to purchase them would believe that his assent (i.e. acceptance) to that bargain would close the deal (i.e. bind the two parties) in the sale of certain card or cards. Hence, the member who initiated the sale with his B/S/T post made an offer that was accepted by another party. A third member believed that the offeror (I.e. the seller) had engaged in some type of bias against him, but the seller explained that he had sold the cards to the first party who assented to the offer. This scenario outlines basic contracts 101, and once another party assented to the offer, the deal was closed such that the two parties were bound in contract and hence no third party who manifested their assent later could also accept because there can only be one acceptance per the second restatement.

My initial post on this matter was mainly in response to two statements I had read regarding this situation. First, it was said that the seller could choose who to sell to. However, as I have shown, the second restatement does not allow that. Once there has been a valid offer and a valid acceptance (as was the case here), the sale was binding. Next, it was stated that the seller had not made an offer and instead had made an “invitation to treat,” which is an invitation to enter negotiations (on the essential terms of the sale.). In my opinion, the seller here did not intend to enter negotiations. Rather, he wanted another party to assent to the deal (I.e. accept the essential terms) without any further negotiations on essential terms.

Anyway, this is my position from a legal perspective. If Leon has other rules or sees it different, than that’s his prerogative.

EDIT: others may disagree with this opinion, and that’s fine. I don’t take it personally. The law is complex.

Kind of like
 

This whole thing reminds me of those 1950s Sci Fi movies where the giant creatures kick the hell out of each other while people hide in the bushes.... let me know when I can come out safely LOL

It's literally the first day of contracts class in year 1 of law school. Those sections you quoted are taught, and then the professor proposes the scenario where a seller advertises an item for a specific price with terms of sale. The professor then asks a student if a contract is made when the buyer agrees to buy it for that price. Of course, the student takes your position, and the professor quickly says they are wrong and introduces the cases I cited. Every law student's mind is blown, and those of us who paid attention never forget it. Happens this way in every law school.

The case law simply makes it clear that the common understanding of offer isn't applied the way you are reading the restatement when it comes to advertisement for sale. It takes extraordinary circumstances and CLEAR statements of intent to be bound by the advertisement to overcome the seller's right to choose whether to enter into contract with a specific person.

I get that lawyers try to advise people to be on the safe side. But this is an area of law that is clear and well-settled. Your interpretation of the law on this point is simply not how it plays out in the courts. For very good reason. We can't have sellers bound to contracts with any sheister who respinds to their ad when the seller has never even communicated with the buyer prior to entering into contract. That causes terrible results for sellers and would stifle the free flow of goods in the market.

I'm sorry, normally there is room for debate on legal issues. On this, there is none. Putting terms of sale is an ad is NOT akin to making a clear statement you intend to be contractually bound to the first to agree to those terms. It just isn't.

Edit to add: Every contracts professor also teaches to never cite to the restatement if there are cases on point. The restatement is the most broad brush definitions and never takes specific facts into account. Whereas the cases will provide the law on fact patterns. And the cases on fact patterns like this one, an internet ad containing terms of sale of an item sold by a private seller, follow the "invitation to treat" rule every time.

I do find it interesting that you cited to Restatement 24, but conveniently did not post Restatement 26. It starts off by saying "The rule stated in this Section is a special application of the definition in § 24." Then goes on to say "Advertisements of goods by display, sign, handbill, newspaper, radio or television are not ordinarily intended or understood as offers to sell. The same is true of catalogues, price lists and circulars, even though the terms of suggested bargains may be stated in some detail. It is of course possible to make an offer by an advertisement directed to the general public (see § 29), but there must ordinarily be some language of commitment or some invitation to take action without further communication." Illustration 1 demonstrates this point by saying "A, a clothing merchant, advertises overcoats of a certain kind for sale at $50. This is not an offer, but an invitation to the public to come and purchase. The addition of the words “Out they go Saturday; First Come First Served” might make the advertisement an offer." THIS is the type of language required to make an advertisement listing an offer. If the post doesn't say "First come, first served" or something to that effect that demonstrates an intent to be bound by an offer to whomever is first, no offer is made.

I wonder why you didn't cite that section. Hmm.

Bst
 

Lets take it to a higher court

Agreed. I just don't get what his deal is. This very issue is pounded into every law student's head from day one. I mean, the professors use examples exactly like this one to make the point. This is an unambiguous issue. Pretending like extreme exceptions where a contract is found are the rule is just bad practice.

It's already been in the highest court. I cited those cases. He chooses to ignore them.

I'm looking for an invitation to trick or treat.

Mr October

Time for a card? Old Judge King Kelly! (Not mine, just a a quip based on discussion direction of this thread).

I've been looking for an excuse to post this bad boy!

Whoa, nice one!

Time for another Judge's ruling on this case

I have laid out my reasons for why it is my opinion that the seller here was making an offer to sell and not an invitation to treat (I.e. invitation to enter negotiations that could lead to a future sale). I will let the reader decide which position is correct, but in my mind, it is clear that the seller was making an offer that could be accepted by anyone who simply said “I will take it,” or something to that effect.

So the seller was making an offer here and not an invitation to treat. We do not need to read any cases from England to know that.

But you could maybe point to a single case to support your point. :rolleyes:

And interstingly, the "reasons" you laid out didn't address any of the actual legal authority I laid out for why your opinion is wrong. You conveniently ignore it, and post the completely wrong section of the Restatement on Contracts to support your position. All we got from you was "Trust me, I have negotiated multi-million dollar contracts." (Which if it matters, I work on multi-million dollar contracts on a daily basis myself). That appeal to authority is comical, because it doesn't show you know more about this situation. It shows you are out of touch with how courts deal with informal agreements made over the internet, because you spend your time dealing with contracts that tend to have significantly more formalities involved.

Apologies if this scenario was raised. If a guy has a card stickered on a table at a card show, and I walk up and say I'll take it, do we have a binding contract? Uh.... no.

I read some of the case law. It completely reinforced my prior understanding. It seems clear that absent unusual language or circumstances, an "offer" to the public not made to a specific individual -- such as an advertisement, display, catalog, price list, etc. -- is uniformly considered an invitation to treat, not a binding offer. The cases matter a GREAT deal.

I’ve won many cases in court without citing to case law. It’s not necessary when the rules are clear, and here the restatement supports my position. Also those cases you cited in support of your position are not on point AND they are from ENGLAND. Can you cite any U.S. cases that are on point? Doubtful. The reason is that this area of the law is not difficult.

What constitutes an “offer” in contracts is not one of the more difficult concepts to learn, but you seem to be struggling with it counselor.

Are you a lawyer?

Sorry I missed a lot of posts and am trying to catch up. Any developments relative to the original post since page 2?

Greg asked me to chime in again as this thread has gone in a few directions haha. Just to confirm again the original post and confirmed by the buyer of the cards. I sold the cards to the first person who dm’d me which was half hour before Phil posted and dm’d me with an offer. Cut and dry clear as day I gave it to the first person who asked. I know the rest of the thread is different scenarios but wanted to bring this up again. And Phil disappointed that you haven’t come back here to apologize after starting this thread but it is what it is.


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I agree the rules are clear. However, it is a flat out false statement that the restatement supports your position. I quoted from section 26, which completely contradicts your entire point and is specifically applicable to these circumstances. Frankly, this is such a basic part of contract law that it's amazing to me that you are struggling with it. Further, if you are a lawyer, you could easily just look at the references listed in the Restatement. Maybe start with the very first case listed on Westlaw under Restatement 26, Craft v. Elder & Johnston Co, 38 N.E.2d 416. A situation very similar to this where a sewing machine was posted for sale in a newspaper. The court said the seller could "refuse to deliver machine to person tendering specified amount in payment therefore, for no contractual relation existed between advertiser and any person."

The cases go on and on on this point. You are simply mistaken on this area of law as it applies to these facts.

Right, and your post had a listed price, all the essential terms such that anyone who said “I will take them” would seal the deal. Hence no negations were needed nor contemplated.

Folks, an offer was made here not an invitation to treat for purposes of future negotiations.

The OP has posted in another thread but very smartly has stayed far far away from this one.

Now if we can get back to discussing Walmart, cases from another country, and cases from the 1800s.

You clearly need to re-read the case law on what it takes to turn an adverisement into an offer. You will specifically notice that "all the essential terms" of an agreement are not mentioned at all. Because it doesn't matter. What matters is a clear statement of an intent to be bound by the first person agreeing to the terms (see the Example 1 in Restatement 26 that "First come, first served" or some similar statement must be present, even if all the other essential terms are present.

You are way off here. You fall into the trap may laymen do in misunderstanding that just because your price or terms are not negotiable, doesn't mean it isn't an invitation to treat. Even a posted sale price in a shop window, where nobody would assume that price is negotiable, is held to be an invitation to treat, not an offer. READ THE CASE LAW! Your refusal to do so is telling.

I once had a very irreverent and not very good co counsel on a large case who was fond of saying, case law, cole slaw.

In other news, the weather sure is great in Los Angeles. Hope it is great in your neck of the woods!

Greg

Much of American basic contract law is actually derived from the English common law.

Just to be clear, because I went back and re-read the original post. Are you claiming the sale post specifically said that the first to post "I will take them" gets them? Because that was not mentioned in the original post.

If so, then as I've mentioned, that could turn an advertisement into an offer. But absent that, no amount of "essential terms" will accomplish that.

So no amount of capital letters will change the law that absent a clear statement of first come, first served, no offer was made by seller.

Regardless of this scneario, your initial post insinuated that any sale post containing all the essential terms of an agreement constitutes an offer. And that is just wrong. And it was that misstatement that I have been arguing against.

Right. Specificity is necessary but not sufficient for an "offer" to be binding on the offeror, in the case of an "offer" to the public rather than a particular individual.

Original post I made had a price. I received a DM saying I will take it. I told the person the cards are yours. Phil made a post and sent a dm 30 minutes later. I told him sorry I already sold the cards. My buyer confirmed and I have timestamps and screenshots to prove it. Very simple


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That could be true but the real question is does anyone think the junk wax era Randy Johnson card I posted a pic of will sell for 4 figures in the next 2 weeks? I will take the highest offer and not necessarily the first.:D

And it was your telling the person the cards were his that created the contract.

So greg is wrong. You didn't say in your post "first I'll take it gets it." No offer was made. I guess the capital letters didn't change the law. An advertisement, no matter how specific the essential terms, is not an offer absent that language. :rolleyes:

Correct


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I think everyone is in agreement about when the offer and acceptance was made in this case, except Greg, who refuses to look at the case law.

So where is the Dental angle here I'm feeling left out?

If teeth get kicked in?

yes! when that happens call the net54 dentalsquad!

How about reading the entire thread is very similar to getting a cavity fixed without any pain meds.:rolleyes::D

This thread has strayed so far from the original post and its mention of etiquette that I’m not sure why I bother.

It’s acknowledged that the chances of any listing in the net54 B/S/T section leading to a lawsuit are negligible, so that most of what some lawyers here continue to scribe is best saved for lecturing Business Law students at the nearest community college. BTW, there is almost certainly an offer if a b/s/t listing contains all material terms and includes “first to say I’ll take it wins”. Because I have seen this expression used from time to time I trust sellers know the significance of using such language and that they might take heed of caveat venditor. Also, please know that the issue of whether a b/s/t listing is merely an invitation to treat or instead a binding offer can be a question of fact– not necessarily a slam dunk. So there you go net54 members, more legal nuggets for you to consider that have very little to do with etiquette or the practical functions of this forum.

Disturbing to me is some apparently accepted notion that nearly all b/s/t listings here are nothing more than invitations to make an offer, especially when all material terms are expressed in the listing. I believe Leon has stated that a forum member can back out of a deal once or twice but not often without consequences, since we all have things happen. But there is a difference between backing out of a deal and saying there was no deal in the first place. I understand the reluctance of having rigid rules or many rules at all for that matter in the b/s/t arena, but I would appreciate better guidance. Like most people here I could understand some unusual circumstances where I agree to all terms listed and am first to respond but don’t “win” the listing, but to suggest that most listings can be treated as insubstantial and unilaterally changed after someone says they will meet the terms does not instill market confidence, IMO, and certainly seems an affront to etiquette.

Todd I think your concern is misplaced. People want to sell their cards and legally obligated or not, the overwhelming number of sellers are going to sell to the first person who says I'll take it. In other words, the BST works fine in practice. And so does Walmart, even if as a purely legal matter it isn't obligated to fulfill its ads or sticker prices.

That said, I would agree that the usual rule of ETIQUETTE (not law) should be to sell to the first offeror absent a compelling reason not to.

love this! change filling to root canal for effect!!!!

+1

Which is what I have been saying.

Disturbing or not, that is the law. Even with all material terms expressed in the listing, unless it says "first to say I'll take it wins," (or some other clearly stated intention to be bound by anyone who accepts) it is nothing more than an invitation to make an offer under the law. Plain and simple.

Like Peter said, most agree that they will nearly always sell to the first person. But this becomes important when the first person is not someone you would want to do business with.

This is America 2025. Etiquette is passé.

I certainly understand (not the law part :)) what you are saying. IF I seemed to insinuate backing out of a deal, when no money has changed hands and/or the item hasn't shipped yet, is ok, it's not.
It's just that I feel giving a grace is the right way to do it. We are all super passionate. I had a board member crying over a deal one time. So, I let him undo it. It was a 30k+ deal too. He is still on the forum and is a good hobby friend. But I would have let anyone back out for the right reasons. Also, anyone who backs out of a legitimate deal will, at least get an infraciton on the forum. They aren't used often but they are for public viewing on anyone's profile. And, after thinking about it, if anyone backed out twice, without some extraordinary reason, they will be banned. Making a deal on the forum should always be followed through with. In my experience, it is very rare for someone to back out of deal on the BST. (other than a time-stamp dispute LOL, had to circle back)

I am on my 3rd bag of Shotwell Checkers Popcorn!

.

Then I guess I am wondering why there was a need to go on ad nauseum with discussions on the law when they have little to no practical application to the topic at hand. Belaboring them seems to imply that they should be followed here, when the rule of thumb is just the opposite.

Sometimes discussions just evolve and take on a life of their own, you know that.

Yeah, well in many instances discussions devolve too. Even though the fact pattern in the original post led to a pretty clear-cut answer, I believe there was plenty of fruit on the tree to discuss that was spoiled because of how the thread took on a life of its own, as you say.

First, some people enjoy discussing things. And that's ok. Even if it wasn't the original question.

Second, it might be the exception that someone would not sell to the first person, but if that first person is a known scammer on one of your listings, I bet you would be glad to have read this discussion. So discussing something that isn't the norm is helpful for those situations that arise that are outside the norm.

I would reserve "devolve" for threads that turn into ad hominem attacks and insults, that certainly has not happened here, just people explaining their positions on a subject that is at least tangential to the original question.

I’ll agree with Ohio on this one. It’s definitely been educational, if a bit tedious as times.

I can assure you I am not glad to have read this thread nor will I find it useful for any purposes here. You taught me nothing about the law and it is doubtful you ever will. I already was aware of the outlier situations that might cause someone to refuse a sale or purchase– I didn’t need a legal opinion to say I never had an obligation to perform in the first place, and I fully understand that circumstances can justify a transaction falling through whether legally binding or not. I would wager that most everyone here was similarly informed without being told they needn’t worry much about their b/s/t listings because absent exceptional circumstances they had the law on their side. IMO, you sucked all of the oxygen out of the room and kept pounding a nail into a board that was almost certainly never going to be used on the job, when there could have been meaningful discussion on how b/s/t listings could be generally improved or clarified. A wasted opportunity, but if others find it worthwhile, so be it.

Not sure why you bothered to read through the thread if you weren't interested in it or weren't finding it useful. Personally, I found it informative that including in a B/S/T listing something saying "First person to say I'll take it" could limit the options a seller has regarding who they sell something to.

Well aren't you a ray of sunshine. ;)

But the fact is, there is a lawyer here trying to tell you that you do have an obligation to perform. So while you seem sure of yourself that you can never learn, nor need to, others might appreciate the fact that the other lawyers here have shot down that incorrect opinion with actual legal analysis.

I'm sorry you don't find it to be a worthwhile discussion. Based on your attitude, I'm not sure it would matter if it was anyway. You have no intention on seeing value in it. That's the beauty of a message board. You don't have to find a discussion worthwhile. You are absolutely free to move along and not read it or participate....

But here you are. :rolleyes:

I continue to be truly baffled by people who read through long threads that don't interest them, and then complain.

Question: who agrees with these statements...Besides Ohio and Peter of course?

Under those rules, which is not the law of contracts given the circumstances, there is too much uncertainty. The law is about certainty in the marketplace not ambiguity.

If I see a card with a sticker price on a dealer's table at a card show and say I'll take it, do I have a binding contract?

If a dealer sends me a price list for wax boxes and I call up and say I'll take 3, do I have a binding contract?

If I see a sweater with a price tag in a shop window and I walk in and say I'll take it, do I have a binding contract?

If I see a list of coins for sale on a website (with prices) and I call up and say I'll take your 1943 steel penny, do I have a binding contract?

If I take a cereal box with a sticker price off the shelf in the grocery store and bring it to the check out counter, do I have a binding contract?