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When can silence be considered acceptance?

Practically everyone in the business world understands that for an agreement to be reached there must be an offer and an acceptance. These two elements of business agreements can be made verbally or in writing, but must be present for there to be any agreement at all. Unusually enough, an agreement can also be made through silent acceptance. However, exactly when this exception applies may be up for interpretation.

Acceptance generally must be made verbally or in writing. This rule goes back to a time in England when practically all contracts were verbal. As the story goes, a man wrote a horse trader and told him that if he did not hear a word back regarding a horse, he would assume that the horse was his to own. Unfortunately, the courts did not agree with the man and felt that silence did not indicate a contract had been made. It was only after this incident that courts decided an enforceable contract is only made after some type of acceptance affirmation.

Of course, like many other rules, there is an exception to this rule. The exception to this rule is made when both the offering and other party had some type of relationship before the current offer. For example, after years of doing business with a vendor at a set price, the price of their commodity goes up. They then send you an offer to continue their services at the new price. You do not respond and your silence could be seen as acceptance of the new terms of your arrangement.

In business relationships where silence has been historically interpreted as affirmation, or when the party receiving the offer makes actions that can be construed as affirmation, there may be grounds argue there was an agreement made.

Regardless of if you’re in the habit of doing business with verbal or written agreements, offer and acceptance will always be the two main elements to a contract. If you are concerned that your silence has been misinterpreted as acceptance, you may want to speak with an experienced attorney.