## Facts

- Albert Scolnick placed a Los Angeles newspaper advertisement offering “Joshua Tree vic. 40 acres” and stating he “need[ed] cash” and would “sacrifice.”
- Joseph A. Lonergan responded, and Scolnick sent a March 26, 1952 letter describing the property, giving directions, stating a “rock-bottom price” of $2,500 cash, and noting: “This is a form letter.”
- On April 7, Lonergan wrote back requesting a legal description, asking about the terrain, and suggesting a bank to act as escrow agent “should [he] desire to purchase the land.”
- On April 8, Scolnick replied that Lonergan had found the property, approved the proposed escrow agent, provided the legal description, described the land as fairly level, and added that Lonergan would have to “decide fast” because Scolnick expected to have a buyer within a week.
- On April 12, before receiving further communication from Lonergan, Scolnick sold the property to a third party for $2,500.
- Lonergan received the April 8 letter on April 14 and, on April 15, wrote that he would open escrow immediately and deposit $2,500 “in conformity with your offer,” asking Scolnick to forward a deed and escrow instructions.
- On April 17, Lonergan opened escrow and deposited $2,500, then learned the property had already been sold.
- Lonergan sued for specific performance or, alternatively, damages, alleging a contract was formed when he “accepted” on April 15.

## Issues

1. Whether Scolnick’s advertisement and subsequent correspondence constituted a definite offer that Lonergan could accept to form an enforceable land-sale contract.
2. Whether Lonergan’s April 15 letter could operate as an acceptance where Scolnick’s communications indicated ongoing solicitation and the possibility of other buyers.

## Decision

- The California Court of Appeal affirmed judgment for Scolnick.
- The court held no contract was formed because Scolnick’s advertisement and letters were invitations for offers or preliminary negotiations, not an offer.
- Lonergan’s April 15 communication could not accept a non-existent offer; at most, it was an offer by Lonergan that Scolnick was free to accept or reject.
- Because no enforceable agreement existed, Lonergan was not entitled to specific performance or damages.

## Legal Principles

- An offer requires a manifestation of willingness to enter a bargain such that the offeree reasonably understands that assent will conclude the deal.
- Newspaper advertisements and generalized solicitations (including “form letters”) ordinarily function as invitations to negotiate or invitations for offers, not binding offers.
- A communication indicating other potential buyers and urging prompt action may show the sender is not committing to hold the property open and is seeking proposals rather than making a firm offer.
- Where no definite offer is made, a purported “acceptance” cannot create a contract; it may operate only as an offer by the responding party.

## Conclusion

The court concluded that the seller’s advertisement and correspondence did not show an intent to be bound upon the buyer’s assent, but instead sought proposals in a setting where the seller remained free to sell to others; therefore, the buyer’s attempted acceptance did not form a contract.


Lonergan v. Scolnick, 129 Cal. App. 2d 179 (Cal. Ct. App. 1954)