The plaintiff, Hobbs, was a supplier of eel skins used in manufacturing whips. Over a period of time, Hobbs had shipped the defendant, Massasoit Whip Co., eel skins of a particular kind and size that the company used and had on previous occasions accepted and paid for. Without a new express order, Hobbs again sent a shipment of similar eel skins to the defendant's premises. The defendant kept the skins for an extended period without notifying Hobbs of rejection or returning them. While in the defendant's possession, the skins were eventually destroyed (reportedly by vermin). Hobbs demanded payment for the skins, contending that the defendant's retention of the goods constituted acceptance. The defendant refused, arguing there was no contract because it had not ordered the skins and had never expressly accepted them. A jury found for Hobbs, and the defendant sought review.
Can an offeree's silence and retention of goods, in light of prior course of dealing and the surrounding commercial context, constitute acceptance sufficient to create an implied-in-fact contract obligating payment for the goods?
Although silence ordinarily does not constitute acceptance, acceptance may be implied from silence and inaction where, because of prior dealings, trade usage, or other circumstances, the offeree has reason to know that the offeror expects a reply and it is reasonable to treat silence as assent. When a party receives goods and retains them for an unreasonable time without seasonable rejection, especially in a context where prior dealings suggest that non-objection signifies assent, the law may treat that conduct as acceptance, creating an obligation to pay for the goods.
Yes. Given the parties' prior dealings and the defendant's retention of the eel skins without timely rejection, the jury could find that the defendant accepted the goods by silence and was liable to pay for them.
The court emphasized the objective nature of assent and the significance of commercial context. The parties had a history in which the plaintiff sent eel skins of a certain grade and the defendant accepted and paid for them. In that setting, the defendant's failure to promptly reject or return the shipment, combined with its dominion over the goods for an extended period, was conduct from which acceptance could reasonably be inferred. The defendant, knowing that Hobbs had previously supplied and been paid for similar skins, had reason to understand that Hobbs would treat silence as assent and would expect payment absent a timely objection. The law does not require express verbal assent when conduct objectively indicates agreement; retention of goods without seasonable rejection can manifest acceptance, particularly where the nature of the goods and the course of dealing require a prompt response. The destruction of the goods while in the defendant's possession did not negate acceptance; rather, it underscored the defendant's control and the consequences of failing to speak within a reasonable time. Unlike cases where silence alone would be insufficient, here prior dealings and the offeree's conduct supplied the requisite manifestation of assent. Thus, it was proper to allow the jury to find an implied-in-fact contract and hold the defendant liable for the value of the skins.
Hobbs softens the rigid "silence is not acceptance" principle by carving out an important, commercially sensible exception grounded in prior dealings and objective manifestations of assent. It foreshadows the UCC's acceptance framework (e.g., UCC §§ 2-606, 2-607, and course-of-dealing concepts in § 1-303), teaching that buyers who retain goods without timely rejection may be deemed to accept them. For students, Hobbs is a staple for analyzing implied-in-fact contracts, the role of trade practice and course of dealing, and the circumstances under which silence creates a duty to pay.
Hobbs v. Massasoit Whip Co. establishes that contractual assent can be inferred from silence and inaction when the context—especially prior dealings—makes it reasonable to treat silence as assent. By retaining goods without timely rejection, the offeree manifests acceptance, creating an enforceable obligation to pay.