The case of Partridge v Crittenden is a landmark authority in English contract law that clarified the distinction between an offer and an invitation to treat, particularly in the context of advertisements. It remains a key precedent for students and practitioners as it highlights both statutory interpretation and contract formation principles. The decision is frequently taught alongside cases such as Fisher v Bell and Pharmaceutical Society v Boots, forming the foundation for understanding how courts approach contractual intent and commercial reality.
This brief will provide a detailed analysis of the case by examining the facts, issues, decision, legal principles, policy reasons, and its wider significance.
Facts of Partridge v Crittenden Case
Mr Partridge, the defendant, placed an advertisement in a periodical known as Cage and Aviary Birds. The advertisement read:
“Bramblefinch cocks, Bramblefinch hens 25 shillings each.”
At the time, the Protection of Birds Act 1954 prohibited the offering for sale of certain wild live birds, including the Bramblefinch. The Royal Society for the Prevention of Cruelty to Animals (RSPCA) brought a prosecution against Mr Partridge, arguing that the advertisement constituted an offer for sale, which would amount to a criminal offence under the Act.
At trial, the magistrates convicted Mr Partridge, accepting the prosecution’s argument. However, he appealed against this conviction, contending that the advertisement was not a legal offer but merely an invitation to treat.
Issues Before the Court
The Partridge v Crittenden case raised several important questions:
- Did the advertisement constitute an offer or an invitation to treat?
- If it was an offer, Mr Partridge was guilty under the statute.
- If it was an invitation to treat, he had not breached the Act.
- Was there justification for interpreting “offer for sale” more strictly in criminal law than in contract law?
- Could the court apply a different meaning to the same phrase depending on the context?
- Would treating advertisements as offers lead to impractical obligations for sellers with limited stock?
- If every advertisement was considered a binding offer, advertisers could be contractually bound to sell more items than they possessed.
Partridge v Crittenden Judgement
The High Court allowed the appeal and overturned Mr Partridge’s conviction. The court held that the advertisement was not an offer but an invitation to treat. Accordingly, Partridge v Crittenden established that the defendant had not committed an offence under the Protection of Birds Act 1954.
The court also rejected the argument that statutory terms should be interpreted differently in criminal law compared to contract law. It reasoned that Parliament had chosen to use the phrase “offer for sale” in the Act, and this phrase already carried an established meaning in contract law. To reinterpret it would amount to judicial law-making, which was not the role of the courts.
Legal Principles Established
The judgement in Partridge v Crittenden clarified several key principles:
1. Advertisements as Invitations to Treat
The central principle is that advertisements are generally invitations to treat, not offers. An invitation to treat is simply an invitation for customers to make offers, which the seller may then accept or reject. This allows sellers to control the terms of contracts and to whom they sell.
2. Definition of an Offer
An offer in contract law is a definite expression of willingness to be bound on specific terms. If accepted, it creates a binding legal obligation. In contrast, an invitation to treat does not express such commitment; it invites negotiation or expressions of interest.
3. Objective Test
The court applied the objective standard of contractual interpretation: how would a reasonable person understand the advertisement? A reasonable person would see the advert as an invitation for potential buyers to contact the seller, not a legally binding promise to sell.
4. Policy Reasons for Distinction
Treating advertisements as offers would expose advertisers to unreasonable liability. For instance, if a seller advertised goods but had limited stock, multiple buyers could all claim contracts were formed, leading to obligations that were impossible to fulfil. The invitation to treat rule therefore prevents unfairness and aligns with commercial reality.
5. Consistency Across Legal Contexts
The court emphasised that the phrase “offer for sale” should not be given a different meaning in criminal law than in contract law, absent express statutory wording. This maintains consistency and prevents confusion in the law.
Conclusion
Partridge v Crittenden is a cornerstone case in English contract law that has shaped how advertisements are legally interpreted. The court’s reasoning prevented a broad and impractical reading of advertisements as offers, thereby protecting both commercial certainty and legislative intent.
The ruling illustrates the delicate balance between statutory interpretation and contractual principles, showing how courts aim to maintain consistency while respecting legislative boundaries. By confirming that advertisements are invitations to treat, the case provides clarity and fairness in contract formation, ensuring that sellers are not unfairly bound by general announcements of goods for sale.
