Can someone be bound to a contract by not saying anything?
By-:thelawiq.com Author-: Yashi Bhadada (2nd sem student of GLS Law College, Ahemdabad)
Contract A contract means an agreement which is enforceable by law.
Here the question is that what is an agreement?
An agreement means when the offer accepted by a person to another person with consideration.
So here offer is not accepted by person then there is no agreement so no contract. But here the question is that if that what are the ways for accept the offer.
So, here are the types of acceptance:-
- Express acceptance is occurs offeree clearly agrees to an offer to pay a draft that is presented for payment.
- Implied acceptance occurs by conduct or actions of offeree.
Conditional acceptance is occurs when a person to whom it is made or offeree tells to the person who is offeror that he/she is agree to the offer but with some changes are made with the terms or other.
Meaning and Definition :-
Here are some definitions of contract, offer and acceptance And types of acceptance
Which all are required to understand the topic that the silence can be treated as an acceptance or not?
b/w two entities creating mutual obligations
Willingness to agree
On certain terms
Person to another.
Acceptance and its types:-
The promise who indicates his willingness to be bound by the terms and conditions stipulated in seller’s offer.
Agrees to pay
A draft that
Acceptance by conduct or
Of the promise
He or she
certain changes to
to the conditions.
After discussing it.
Here the question is that if a person is bound to a contract without saying anything and doesn’t even response to it? Is silence can be treated as acceptance?
There are tow conditions for the answer of this question
If one person makes an offer to another and that person does not respond to it, normally that person is not bound to contract but in some conditions the silence can be treated as acceptance and the person is bound to a contract without saying anything. And here the question is that in what conditions it is possible ?
This question is answered here by condition first :-
no, generally the silence cannot be treated as acceptance because in the contract law when one person makes an offer to another person and the person whom it is made doesn’t respond to it, then the person normally will not be bound to contract. His silence is also not considered as acceptance if that person is not fully or truly intend to accept.
Although the general rule is that silence cannot be treated as acceptance. The motive behind that is the idea that acceptance by someone must take some form of objective manifestation pf the intentions of that person whom the offer is made to accept the terms and conditions of the contract. This kind of intentions are basically best expressed though some form of positive actions. That’s why it is to ensure that no one can enforce a contract upon an unwilling party.
The question is answered here by condition second :-
Yes the silence can be treated as an acceptance, but only in some conditions. In order to considered silence as an acceptance, there must be some prior dealing between two parties and that is normal or usual for the parties to treat silence as an acceptance.
Another way to treat silence as an acceptance is that, if both the parties are agreed to treat silence as an acceptance.
Finally, if one party remaining silent acts on the agreement, then the silence will treated as acceptance.
If the person making the offer specifically says that your silence is considered an acceptance.
Here are some requirements of interpreting silence as acceptance :-
To treat silence as an acceptance of a contract :-
There must not be express contract :- only one party who is offeror has made an offer and the another one who is offeree has not agreed on it.
The offeror sends something or gives service :- offeror who wants to make a contract gives a service or offers to give a service or sends something to another person who is offeree.
The person who is offeror does this without any request of another person:- offeror does this freely and his/her own without any request of another person or offeree.
The person to whom it is done has knowledge of all the above:- the person who receiving the service is aware that the offeror or the person who provides the service desires to take something in return.
There must be the person to whom it is made or offeree has accepts the service in someway :- the person to whom it is made has to act like he or she accepts the good.
Here is one question arises, is the unsolicited goods which are send to one person by another are comes under this ?
No, the person who received the unsolicited goods can keep them and he/she is not bound to pay anything because unsolicited goods are treated as gifts and you can keep them without pay anything.
But in some states, the person may not use or keep the goods until the seller doesn’t mention it that it will treat as a gift. Because, generally the seller have to provide the way to send back the goods on his own expenses and you didn’t have to pay anything to send them, if you do not send them back then you will treated as you have accepts the offer and entered into a contract.
For instance, person X writes to person Y that if I do not here from you, I will assume that you have sold your dog to me for Rs. 5000. Afterwards, Y sees the note and is mentally prepared to sell the dog to X for Rs. 5000. However he fails to do so due to some misleading by his agent. The court will not found that person Y has accepted the contract. This because although he might have mentally accepted the contract, such acceptance had not been conveyed to X. hence, X is not be able to bring claim against Y for non-delivery of the dog.
Here is the explanations to this if the silence may amount to acceptance of the contract.
If we twist the fact to say that persons X and Y have communicated with each other regarding the sale of dog, and Y told to X that X should write him a note about the sale of the dog and if X does not receive any reply from him, X may assume that Y has agreed to the sale. In such event, should Y not reply to X, Acceptance may be come into existence to bind the two parties.
As per the general rule, silence cannot amount to acceptance and it is based on the idea behind it that acceptance must take some form of objective manifestation of the terms of the contract. And there are some conditions like: There must not be express contract, The offeror sends something or gives service, The person who is offeror does this without any request of another person, The person to whom it is done has knowledge of all the above, There must be the person to whom it is made or offeree has accepts the service in someway to treat silence as acceptance.
As per this conditions, the Singapore courts recognise the position that certain circumstances may lead to silence amounting to acceptance. However, it must be kept in mind that whether silence amounts to agreement is still an issue that the law will determine based on the given facts of the case, and that any conclusion is not limited to the above scenario.