Proffer vs. offer: what's the difference?
To proffer is to hold something out for someone to take. Where the word comes from, how it differs from offer, and the legal meanings you may run into.
"Proffer" looks like a typo for "offer", and in a sense it's a relative of one. Both words are about holding something out for someone else to take. The difference is in tone, and in a couple of specific legal meanings.
What proffer means
As a verb, to proffer something is to hold it out or put it forward for someone to accept: she proffered her hand, he proffered an explanation, the committee proffered its help. As a noun, a proffer is the thing held out.
It's a formal, slightly literary word. You'll find it in novels, speeches and court filings more often than in conversation, and it tends to go with intangible things: help, advice, an apology, a theory, a hand to shake.
Where the word comes from
Proffer came into English in the Middle Ages from Anglo-French profrer, which grew out of an older form, purofrir: pur-, "forth", and offrir, "to offer". So a proffer is, quite literally, an offer put forth. "Offer" itself goes back through French to the Latin offerre, to bring before someone.
Proffer vs. offer
In most sentences you could swap one for the other and be understood. The differences are of register and emphasis:
- Offer is the everyday word. It covers the act (we offered to start Monday) and the thing itself (here's our offer). It's also the word with a settled business and legal meaning: a definite proposal that becomes a deal when accepted.
- Proffer is formal and stresses the gesture. It puts the weight on the moment of holding something out, often with a hint of ceremony or hesitation.
- Proffer is rarely the noun for a commercial deal. You send a client an offer, a quote or a proposal. Calling it a proffer would sound odd, or like legal jargon.
Proffer in law
Lawyers, especially in the United States, use proffer in two narrower senses.
A proffer of evidence, also called an offer of proof, is a description given to a judge of what a piece of evidence or a witness's testimony would show. It usually comes up when the court is deciding whether to allow that evidence, so that the judge, and any later appeal, knows what was at stake.
A proffer session is a meeting in which a person under investigation tells prosecutors what they know, usually under a written proffer agreement that limits how their statements can be used against them. It's sometimes nicknamed a "queen for a day" meeting. The protections in these agreements are narrower than people often assume, which is one reason nobody should attend one without a lawyer.
Which word to use
For anything you send a client, use offer. It's the word they know, and it's the word that means "say yes to this and we have a deal". Keep proffer for formal writing, or for when you mean the gesture of holding something out rather than the terms themselves.
If you're curious what makes an offer an offer, start with What is an offer?, and for how one works on the web, What is an offer page?
This article is general information, not legal advice. Legal meanings and procedures differ between courts and countries.