In contract formation, which elements must be present for a valid offer to exist under common law?

• A. An objective manifestation of willingness to enter into a bargain, with definite terms, communicated to the offeree.
• B. A subjective intent to bargain, regardless of communication.
• C. A mere invitation to negotiate with no definite terms.
• D. An offer must be in writing.

Answer: (A)

The main concept here is what creates a valid offer under common law: there must be an objective manifestation of willingness to enter into a bargain with definite terms, and that manifestation must be communicated to the offeree. Courts look at how a reasonable person would interpret the speaker’s words and actions, not at the speaker’s internal intent. The terms need to be definite enough that the contract could be formed if the offeree accepts—think essential details like price, subject matter, quantity, and time for performance. And the offeree must receive the communication so they know a deal is available for acceptance.

This is why merely having a subjective intent to bargain isn’t enough; you must outwardly demonstrate an offer in a way a reasonable person would understand as an invitation to form a binding agreement. An invitation to negotiate lacks definite terms and thus isn’t an offer. And the requirement that an offer be in writing is not general; many offers can be oral unless a specific statute or rule requires writing.