Can silence amount to acceptance of a contract?

Last updated on August 14, 2012

The general rule is that silence cannot amount to acceptance. The rationale behind this is based on the idea that acceptance must take some form of objective manifestation of the intention of the offeree (i.e. the party to which an offer has been made) to accept the terms of the contract. Such intention is usually best expressed though some form of positive action. This is so as to ensure that no one can enforce a contract upon an unwilling party.

For instance, person A writes to person B that “If I do not hear from you, I will assume that you have sold your horse to me for $600”. Afterwards, B sees the note and is mentally prepared to sell the horse to A for $600. However, he fails to do so due to some mishandling by his agent. The courts will not find that person B has accepted the contract. This is because although he might have mentally accepted the contract, such acceptance had not been conveyed to A. Hence, A will not be able to bring a claim against B for non-delivery of the horse.

However, there are exceptions to this, where by silence may amount to acceptance of the contract. One example is when the offeree has explicitly stated that he wants his silence to be regarded as acceptance of the contract. Using the previous hypothetical scenario, if we twist the facts to say that persons A and B have communicated with each other regarding the sale of the horse, and B told A that A should write him a note about the sale of the horse and if A does not receive any reply from him, A may assume that B has agreed to the sale. In such an event, should B not reply to A, acceptance may be found and an enforceable contract may be come into existence to bind the two parties.

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.

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