Restatement (Second) of Contracts · Section § 69
A concise summary of Restatement (Second) of Contracts § 69 focusing on the acceptance of offers through silence and inaction.
Source: Restatement Restatement (Second) of Contracts § § 69
1. An offeree's silence or inaction does not constitute acceptance unless: (a) the offeree has manifested assent by silence; (b) the offeree takes benefit of offered services with reasonable opportunity to reject them; or (c) it is established that the offeree is to accept by silence or inaction.
Under certain conditions, a person's silence or failure to respond can be interpreted as acceptance of an offer. This typically occurs when the offeree either has a prior relationship with the offeror or accepts benefits provided by the offeror without rejecting them.
Silence as acceptance is an exception rather than a rule in contract law.
Prior dealings may create a context where silence is understood as acceptance.
Illustration 1
If a homeowner asks a contractor to perform repairs without specifying a need for a response, the homeowner's silence may be taken as acceptance.
Illustration 2
If a company sends an unsolicited product and later bills the recipient, the recipient's failure to return the product may be viewed as acceptance.
Illustrates how silence could signify acceptance in the context of an ambiguous interaction.
Shows the limits of silence as acceptance particularly when reasonable opportunity to reject exists.
Understanding § 69 is critical for both offerors and offerees to navigate the complexities of contract acceptance. It highlights the importance of communication in offers and the implications of silence during negotiations.