Acceptance by Silence CASES
In English law, acceptance by silence is the principle that silence or inaction does not usually constitute acceptance of an offer, unless explicitly agreed or implied by prior conduct.
Definition and Principles
The general rule is that acceptance cannot be inferred simply because a party did not explicitly reject an offer. Exceptions exist where parties have explicitly agreed that silence indicates acceptance, or prior dealings imply such an arrangement.
Common Examples
- Renewal of subscriptions or ongoing contracts, where silence is contractually agreed as acceptance.
- Established trade customs where silence typically signifies acceptance.
- Situations explicitly outlined in prior agreements between parties.
Legal Implications
- Protects parties from unwanted contractual obligations through mere inaction.
- Requires clear, explicit agreement or established trade practice to override the general rule.
Practical Importance
Understanding acceptance by silence helps parties manage risk, ensuring clarity in communication and preventing unintended contractual commitments.
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A company owing tax argued it had an enforceable agreement to pay arrears by instalments. The court held the tax collector lacked authority to bind the Revenue, and that an agreement to pay an existing debt is not supported by consideration. Facts Selectmove Ltd owed substantial arrears of PAYE and National Insurance contributions to the Inland Revenue. The company’s managing director, Mr Ffooks, met with a tax collector, Mr Polland, on 15 July 1991. Mr Ffooks proposed that the company would pay its future tax liabilities as they fell due, and would pay the arrears in instalments, suggesting a rate
