## Facts

- A car dealership ran a newspaper advertisement featuring a prominent “$3,000 minimum trade-in allowance” in connection with buying “a new Ford,” and displayed a Ford Ranger pick-up priced at $7,095.
- The ad included qualifiers in extremely small print stating the $3,000 allowance applied only to certain models and, in vehicle descriptions, that the allowance assumed a trade-in “worth $3,000.”
- A customer interpreted the ad as offering a $3,000 minimum trade-in allowance applicable to any new Ford, including the Ranger, regardless of the trade-in’s actual value.
- The customer went to the dealership to buy the Ranger, tendering $3,595 in cash and a trade-in, based on that interpretation.
- The dealership refused to honor the customer’s interpretation, relying on the small-print limitations.
- The customer sued for breach of contract, fraud, and violations of Florida consumer-protection and misleading-advertising statutes.
- The trial court dismissed all counts with prejudice; the customer appealed.

## Issues

1. Whether the complaint stated a breach of contract claim by alleging that the advertisement, objectively construed, constituted an offer accepted by the customer’s tender of performance.
2. Whether the complaint stated statutory claims for misleading advertising and deceptive or unfair trade practices based on the ad’s presentation and the dealership’s refusal to provide the advertised allowance.
3. Whether the complaint stated a common-law fraud claim, including sufficiently pleaded damages caused by misrepresentation.

## Decision

- Affirmed in part and reversed in part; remanded.
- Reversed dismissal of the breach of contract count because the advertisement could be construed, objectively and as a whole, as an offer inviting acceptance by performance.
- Reversed dismissal of the misleading-advertising and deceptive trade practices counts because the pleaded facts supported statutory violations based on deceptive presentation and a refusal to honor the apparent offer.
- Affirmed dismissal of the fraud count because the complaint failed to plead cognizable fraud damages distinct from contract or statutory relief.

## Legal Principles

- Contract formation turns on objective manifestations; an advertiser’s undisclosed, subjective intent does not defeat reasonable meanings conveyed to the public.
- An advertisement may constitute an offer when, viewed as a whole, it reasonably communicates definite terms and invites acceptance by performance.
- Courts may discount or disregard conflicting, hidden, or micro-print qualifications when they contradict the overall thrust of an advertisement and create a misleading impression.
- Allegations consistent with bait-and-switch advertising can support statutory claims under consumer-protection and misleading-advertising laws.
- A fraud claim requires adequately pleaded damages caused by the alleged misrepresentation; failure to plead cognizable tort damages warrants dismissal.

## Conclusion

The court held that the complaint plausibly alleged an enforceable offer and statutory deception where the dealership’s prominent trade-in promise could reasonably be read to apply broadly despite contradictory fine print, but it affirmed dismissal of fraud because the pleaded damages were insufficient as a tort claim.


Izadi v. Machado (Gus) Ford, Inc., 550 So. 2d 1135 (Fla. Dist. Ct. App. 1989)