Izadi v. Machado (GUS) Ford, Inc.

Florida District Court of Appeal

550 So.2d 1135 (1989)

Rule of Law
An enforceable contract may arise from an offer contained in an advertisement.

Facts
Machado (GUS) Ford, Inc. (Machado) (defendant) put out an advertisement stating prominently that the reader could
buy a new Ford and get $3,000 minimum trade-in allowance. Izadi attempted to purchase a new Ford from Machado
and trade in a vehicle for $3,000 towards the purchase price, but Machado refused to accept this interpretation of the
advertisement. Machado relied on fine print in the advertisement stating that it would only give $3,000 trade-in
allowance for a vehicle that was worth at least that much. It also relied on fine print that stated it would only provide the
$3,000 towards the purchase of two specified vehicles, neither of which was a Ford. Izadi filed suit for breach of
contract, fraud, and statutory violations. The trial court dismissed the claim for fraud and found in favor of Machado on
the remaining claims. Izadi appealed to the Florida District Court of Appeal.

Issue
Can an enforceable contract arise from an offer contained in an advertisement?

Holding and Reasoning (Schwartz, C.J.)

Yes. An enforceable contract may arise from an offer contained in an advertisement if it objectively appears that one
exists. The advertisement must be viewed as a whole, with emphasis placed on provisions that are seemingly inconsistent
or conflicting. The subjective intent of the party responsible for the advertisement has no merit in the consideration. Even if
the advertisement does not objectively appear to contain an offer, an enforceable contract may nonetheless be implied if
the party responsible for the advertisement attempted to deliberately mislead the reader into concluding that an offer
exists. An enforceable contract will be implied when an advertisement uses the bait-and-switch tacticluring the reader
in with one offer, but then refusing to honor that offer while making a lesser offer. In the current matter, the overall
message of the advertisement is that Machado agrees give $3,000 for any trade-in on any Ford. The superfine print and
qualification of the offer as to the value of the trade-in are contradictory to the far-more prominent message of the
advertisement. It is irrelevant that Machado did not intend to provide a blanket offer of $3,000 for any trade-in on any
Ford, because the advertisement clearly makes that offer. Additionally, even if the advertisement did not objectively
appear to contain an offer, Machados use of the bait-and-switch tactic would lead to an implied offer. The wording
and arrangement of the advertisement clearly indicate that Machado did not intend to honor the $3,000 trade-in offer,
but to offer something less when a customer attempted to accept the $3,000 trade-in offer. Regarding Izadis statutory

claims, based upon the facts concerning the misleading nature of the advertisement, Izadi has raised valid claims for
violations of Floridas Deceptive and Unfair Trade Practices Act. Accordingly, the decision of the trial court is affirmed in
part, reversed in part and remanded for further proceedings.