Although our general rule is that acceptance requires some sort of overt manifestation that the offeree accepted an offer, sometimes silence is enough to accept an offer.
Remember, the elements of a contract are offer, acceptance, and consideration. So how can an offeree accept an offer through silence?
As discussed in the video above, if the offeree knows the terms of the offer, has an opportunity to reject the offer, but instead remains silent and accept the benefit of the offer, a court is likely to conclude that the offeree accepted the offer.
The Restatement (Second) of Contracts Section 69 provides:
“(1) Where an offeree fails to reply to an offer, his silence and inaction operate as an acceptance … (a) Where an offeree takes the benefit of offered services with reasonable opportunity to reject them and reason to know that they were offered with the expectation of compensation.”
Look for situations where a party knows that the offeror is expecting compensation, remains silent, and accepts a benefit without paying for it.
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