MBE Rules · Contracts
Silence as acceptance
Restatement §69
The rule
Silence generally does not constitute acceptance. Exceptions: (1) prior course of dealing makes silence reasonable, (2) offeree takes benefit of services with reasonable opportunity to reject, (3) offeror gives offeree reason to understand silence will operate as acceptance and offeree intends silence as acceptance.
In plain English
Usually, staying quiet doesn't mean you agree to a deal. But if you normally do business that way, or you take the benefits without saying no, or the offeror makes it clear silence means yes, then it might count as acceptance.
Worked example
A buyer regularly receives shipments from a supplier without confirming each order. One day, the supplier sends a shipment and the buyer doesn't respond but uses the goods. Here, the buyer's silence and use of goods count as acceptance.
Memory hook
Silent Dealings: Silence isn't golden, except when it's agreed upon!
The trap
Students think: Silence always equals acceptance. Wrong, because it generally doesn't unless exceptions apply. The actual test is prior dealings, benefit taken, or mutual understanding.
How examiners test it
The MBE loves: service provided without objection, prior silent acceptances. Trap: assuming silence equals acceptance without clear exceptions. Look for prior course of dealings or benefit taken.
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