Definition
A putoff is the postponement or deferral of a legal obligation, transaction, or proceeding. In commercial contexts, the term most commonly arises in the sale of goods, where it refers either to delaying the completion of a bargain or to arranging a resale of the goods to a third party as a means of avoiding or renegotiating the original terms.
Common Language
Modern common usage (Wiktionary): An excuse made to delay or stall.
Historical common usage: The common meaning aligns closely with the modern sense — a putoff is a deferral or evasion, often by excuse or stratagem.
The gap between the ordinary and legal meanings is narrow but consequential. In common usage, a putoff implies a subjective excuse or avoidance tactic. In legal usage, particularly in commercial law, a putoff has an objective effect on the transaction itself — it may alter the timing of contractual obligations or, in the specific case Bouvier cites, actually substitute a new buyer and restructure the deal. The legal putoff is not merely an excuse; it can constitute a material modification of the bargain.
Why It Matters in Research
PUTOFF is a marginal term in modern legal vocabulary. Researchers are unlikely to encounter it in contemporary statutes or opinions, but it appears with some regularity in nineteenth-century English and American commercial law sources, particularly in disputes over the sale of goods. Bouvier's reference to 11 Ex. 802 points to English Exchequer Court reporter volume — researchers tracing the term's commercial usage should look to mid-Victorian English commercial cases and their American counterparts in the same period.
The dual meaning Bouvier identifies — postponement of completion versus procuring a resale to a third party — is the critical research trap. In a historical source, PUTOFF may describe a simple delay, or it may describe something closer to an assignment or novation of the underlying contract. Context governs, and the distinction matters for determining whether privity survived the putoff and whether the original buyer remained liable.
Researchers working in the Law Mind corpus should treat PUTOFF as a period term and cross-reference it against POSTPONEMENT, RESALE, and NOVATION when the transactional context is ambiguous. In procedural sources, PUTOFF may appear as a loose synonym for CONTINUANCE or adjournment. Do not assume the commercial meaning carries over into procedural settings.
Historical Dictionary Support
Bouvier's is the primary historical dictionary source for this term, and the entry is brief. Bouvier treats PUTOFF as self-evidently a synonym for postponement, but adds meaningful commercial dimension by noting that in a sale-of-goods bargain, the putoff may extend to procuring a resale to a third person — a more substantive legal act than mere delay. The citation to 11 Ex. 802 anchors this meaning in English commercial case law rather than American statutory authority, suggesting the term was imported from English mercantile practice.
No other major historical American legal dictionaries — Black's, Rapalje & Lawrence, or Cyclopedic Law Dictionary — carry a dedicated PUTOFF entry, making Bouvier's the sole structured authority. This absence from other reference works confirms that PUTOFF was never a term of art with settled doctrinal weight; it functioned instead as descriptive shorthand in commercial pleading and argument.