Acceptance by Silence

In one sentence

Accepting a contract by doing nothing when the other party expects a response.

Plain English

Acceptance by silence occurs when someone accepts a contract simply by not rejecting it when they had a duty or opportunity to do so. This is rare and only applies in specific situations where the parties have a prior relationship or agreement that silence means acceptance. For instance, if a supplier has always sent monthly shipments and continues to do so without the customer objecting, the customer might be accepting by silence. Courts are cautious about this because people shouldn't be bound to contracts just because they didn't speak up.

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Example

A magazine subscriber receives an automatic renewal notice saying the subscription will renew unless she cancels by a certain date. If she doesn't cancel and the subscription renews, she may have accepted the renewal by her silence, depending on the terms and her prior agreement.

Used in a sentence

“The court found acceptance by silence when the buyer received the goods and made no objection within a reasonable time.”

Related terms

Contract

A legally binding agreement between two or more parties to do or not do something.

Breach

A failure to do what a contract requires, such as not paying or not delivering.

Oral Contract

A binding agreement made by spoken words only, with no written documentation.

Ratification

Accepting and confirming a contract or action, usually one that was previously invalid or unauthorized.

Offer

A proposal to enter into a binding agreement on specific terms.

Acceptance

Agreeing to the exact terms of an offer, creating a binding contract.

Consideration

Something of value exchanged by each party to make a contract binding.

Offeror

The person who makes an offer to enter into a contract.

This page is a plain-English reference and is not legal advice. Laws vary by jurisdiction and change over time. For specific situations consult a licensed attorney.