An offer must communicate a present willingness to be bound. It must be directed to an identified offeree or class of offerees. And its terms must be sufficiently definite that a court could determine whether performance occurred and calculate a remedy if it did not.

Definiteness does not require a lengthy written document. A short email that identifies the parties, the subject matter, the price, and the key obligations can be a valid offer. What matters is whether the essential terms are clear enough to form the basis of an enforceable agreement.

Which terms are essential depends on the transaction. The parties, subject matter, scope, compensation, and timing can be important, but not every agreement requires every detail to be expressly fixed. For contracts involving the sale of goods, Florida's version of UCC Article 2 (Chapter 672) is more flexible — a contract for the sale of goods may be formed even if one or more terms are left open, as long as the parties intended to contract and there is a reasonably certain basis for a remedy.

Advertisements, price lists, catalogs, and general solicitations are ordinarily invitations to make an offer, not offers themselves. A store that advertises a product at a stated price is generally inviting customers to make an offer to purchase, which the store can accept or decline. The same principle applies to most requests for proposals and requests for quotations in a business context.

Preliminary negotiations, expressions of interest, and letters of intent are also generally not offers unless they contain sufficiently definite terms and a clear expression of present willingness to be bound. A letter of intent that says "we intend to negotiate a final agreement" typically does not create a binding obligation to complete the deal.

An estimate or price quote may or may not be an offer depending on its language and context. A quote that says "we can do this job for $5,000" may be an offer if it is specific enough and directed to a particular party. A general estimate range is usually not.

An ordinary offer may generally be revoked before effective acceptance, but revocation must be communicated under the applicable rules. Option contracts, firm offers, reliance, and commencement of invited performance can affect the power to revoke. Under Florida common law, a mere promise to keep an offer open is generally not binding without consideration.

An offer also terminates by rejection, by a counter-offer, by the passage of a stated or reasonable time, by the death or incapacity of either party, or by destruction of the subject matter. A response that conditions agreement on changed terms may be a counter-offer. A request for information or a suggested change accompanying otherwise unconditional acceptance is not necessarily a rejection.

For goods transactions, section 672.205 can make a merchant's signed assurance that an offer will remain open irrevocable without consideration for the stated time, or a reasonable time if none is stated, subject to the statutory three-month limit. An assurance on a form supplied by the offeree must be separately signed by the offeror.

Whether a particular communication constitutes a binding offer — and whether it has been accepted — is often the central question in a contract dispute. The answer depends on the specific language, the context, the parties' course of dealing, and applicable law.

Before sending a proposal or responding to one in a significant transaction, having an attorney review the communication can prevent unintended commitments and ensure that the terms you intend to be binding are clearly expressed.

Stewart Law reviews and drafts contracts for Florida businesses. See the contract review service or contact us to discuss a specific agreement.