Partridge v Crittenden is a fundamental authority for distinguishing between a legal offer and an invitation to treat within the process of agreement. It establishes the general rule that advertisements for the sale of goods in periodicals do not constitute offers, but are preliminary steps inviting others to make an offer. The distinction is rooted in “business sense”: treating such advertisements as binding offers could unfairly expose sellers with limited stock to an unlimited number of obligations they cannot fulfil.

By reinforcing the precedent in Fisher v Bell on shop displays, the decision is a crucial counterpoint to Carlill v Carbolic Smoke Ball Co., clarifying that unless there is a clear intention to be bound or a specific limitation on acceptances, advertisements remain mere invitations to negotiate.

Facts of the Case

Mr Partridge placed an advertisement in the Cage and Aviary Birds periodical reading: “Quality British … Bramblefinch cocks, Bramblefinch hens, 25s each”. A Mr Thompson responded by letter and purchased a hen for the stated price. Mr Partridge was then prosecuted and convicted under the Protection of Birds Act 1954 for unlawfully “offering for sale” a protected wild bird. He appealed on the ground that the advertisement was not a legal offer.

Legal Issues

The core question was whether the advertisement constituted an offer for sale in the contractual sense, or merely an invitation to treat. If an offer, Mr Partridge was guilty of the statutory offence; if an invitation to treat, no “offer for sale” had occurred under the law.

Judgement

The High Court unanimously quashed the conviction, holding the advertisement was an invitation to treat. Applying Fisher v Bell (displaying priced goods is not an offer), Lord Parker CJ explained it made “business sense” to read advertisements this way: if an advert were a binding offer, a seller with limited stock could be contractually obliged to supply an unlimited number of people, which would be impossible.

Authority

Partridge v Crittenden is the primary authority that advertisements for the sale of goods are generally invitations to treat. It confirms that “business sense” requires the advertiser to have the final say on whether to contract, primarily to prevent “over-selling” limited stock.

Related Discussion and Commentary

  • Comparison with Carlill: the advert in Carlill was an offer because it showed a clear intention to be bound (the bank deposit) and was unilateral; in Partridge it was a bilateral proposal for sale where stock was necessarily limited.
  • The word “offer”: even if the advert had used “offer”, this would likely not have changed the outcome, as “business sense” remains dominant.
  • Manufacturer’s exception: Lord Parker CJ suggested an advertisement from a manufacturer might be an offer, as they may be able to meet unlimited demand — though this remains debated.
  • Precision in charging: the prosecutor chose the only one of three possible charges (selling, offering for sale, or possessing for sale) with no prospect of success; there was clearly a sale and possession for sale, but no legal “offer”.