Mere silence is not Acceptance
Mere Silence is Not Acceptance
Basic Principle
In contract law, acceptance of an offer must be communicated to the offeror to create a binding contract. Silence, in general, does not amount to acceptance of an offer.
This principle ensures that no party is bound by an agreement they have not expressly or impliedly accepted.
Why Mere Silence Is Not Acceptance?
No Communication of Consent: Acceptance is essentially a manifestation of assent to the terms of an offer. Silence does not show consent.
Protection Against Implied Consent: If silence were treated as acceptance, parties could be unfairly bound by offers they never intended to accept.
Certainty and Clarity: Contract law requires clear and unambiguous acceptance to avoid disputes.
Legal Position Under Indian Contract Act, 1872
The Indian Contract Act does not explicitly address silence as acceptance, but judicial interpretation aligns with the common law principle that silence is generally not acceptance unless certain exceptions apply.
Exceptions Where Silence May Amount to Acceptance
Though silence is generally not acceptance, in some cases silence or inaction can be treated as acceptance:
When the offeree has a duty to speak or act (e.g., prior dealings or agreement).
When the offeror has stated that silence will be taken as acceptance.
When the parties have previously agreed that silence would be acceptance.
When the offer is made with the intention that silence amounts to acceptance (e.g., shipments of goods where acceptance is presumed by retaining goods without objection).
Relevant Case Laws
1. Felthouse v. Bindley (1862) EWHC CP J35 (English law, frequently cited in Indian courts)
The court held that mere silence cannot amount to acceptance.
In this case, an uncle offered to buy a horse and said if he didn’t hear back, he would consider it his.
The court held no contract was made as silence was not acceptance.
2. Bharat Sanchar Nigam Ltd. v. Motorola India Pvt. Ltd., (2010)
The Supreme Court of India held that for an acceptance to be valid, it must be express or implied by conduct.
Silence, in absence of prior agreement, does not amount to acceptance.
The court reiterated that silence cannot be construed as acceptance of an offer.
3. Ramchandra Ganesh v. Shantibai (1952)
The Bombay High Court observed that silence alone cannot be deemed acceptance unless the parties have agreed or the circumstances demand it.
4. Charan Singh v. Union of India (AIR 1964 SC 993)
The court held that communication of acceptance is necessary.
Mere silence or inaction on part of the offeree does not create a contract.
5. Kedar Nath v. Gorie Mohammad (1952)
The court stated that for a valid contract, acceptance must be communicated.
Silence or non-communication does not amount to acceptance.
Summary of the Principle
| Aspect | Explanation |
|---|---|
| Silence as Acceptance | Generally, silence is not acceptance. |
| Requirement of Communication | Acceptance must be communicated clearly. |
| Exceptions | Prior agreement, duty to speak, or conduct. |
| Protection of Parties | Prevents binding a party without consent. |
| Legal Effect | No contract arises from silence alone. |
Practical Implications
Always communicate acceptance explicitly to avoid disputes.
In commercial dealings, confirm if silence will be treated as acceptance.
Be cautious in previous dealings or contracts where silence may imply acceptance.
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