{"id":4332,"date":"2016-04-04T11:47:27","date_gmt":"2016-04-04T16:47:27","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-law\/smallbusiness\/business-contracts-forms\/can-silence-signal-acceptance.html"},"modified":"2024-05-24T02:02:36","modified_gmt":"2024-05-24T07:02:36","slug":"can-silence-signal-acceptance","status":"publish","type":"page","link":"https:\/\/www.findlaw.com\/smallbusiness\/business-contracts-forms\/can-silence-signal-acceptance.html","title":{"rendered":"Can Silence Signal Acceptance?"},"content":{"rendered":"\n
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Can Silence Signal Acceptance?<\/h1>\n
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\n By Susan Buckner, J.D.<\/a> | Legally reviewed by Aviana Cooper, Esq.<\/a>\n | Last updated\n
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The last updated date refers to the last time this article was reviewed by FindLaw or one of our contributing authors<\/a>. We make every effort to keep our articles updated. For information regarding a specific legal issue affecting you, please contact an attorney in your area<\/a>.<\/em><\/p>\n\n <\/div>\n <\/details>\n<\/section>\n

There is no general rule for a contract.<\/a> The only requirements are an offer and acceptance. There are no legal rules for what the offer and acceptance must look like. An acceptance of a contract may be a formal business letter or a handshake to the kid next door.<\/p>\r\n

A contract may be verbal or written. What is a legally binding contract? What is legal acceptance of an offer? Can silence be acceptance? This article will examine the "sound of silence" in contract law.<\/p>\r\n

Contract Law: An Overview<\/h2>\r\n

All business owners know the three terms of a contract: offer, acceptance, and consideration. Any changes to the offer become counteroffers. The changes and counteroffers continue until both parties agree upon the terms of the contract and formalize their agreement in a final contract.<\/p>\r\n

Verbal Agreements<\/h3>\r\n

A verbal agreement can be as binding as a written contract. If the kid next door offers to mow your lawn Saturday for ten dollars, and you accept, you now have a contract. If he shows up and mows your lawn, he has performed on the contract and can ask for payment.<\/p>\r\n

Written Agreements<\/h3>\r\n

A written contract takes the verbal agreement and puts it into writing. Written contracts are easier to enforce in court since they spell out the terms of the contract. The parties must sign their agreement. If there is a breach of contract, showing a written contract proves both parties agreed to the terms, and one side is now in breach.<\/p>\r\n

Some types of contracts must be in writing to be legal contracts. Real estate, contracts for the sale of goods over $500, and any contract lasting over one year must all be in writing.<\/p>\r\n

Acceptance of the Offer<\/h3>\r\n

Contract law is one of the most complex areas of law. This is because "offer" and "acceptance" are not legally defined terms. In some cases, an advertisement may be an offer. In other cases, saying, "I will mow your lawn for $10.00," may not be an offer.<\/p>\r\n

To be an offer, the offeror must clearly state the terms of intent under which they agree to be bound. "I will mow your lawn on Saturday for $10.00," is a clear statement of intent.<\/p>\r\n

Acceptance of the offer must also be a clear statement of assent to all terms. The offeree must make it clear they agree to all the terms and not say anything that changes the terms of the offer. "Yes, you may mow my lawn Saturday, and I will pay you $10.00," is an acceptance. "I won’t be here Saturday. Can you come Sunday?" is not an acceptance but a counteroffer.<\/p>\r\n

Without a clear acceptance, there is no contract. What about saying nothing?<\/p>\r\n

Silence as Assent<\/h3>\r\n

Under common law, silence could not assent to a contract. A party could not be bound to a contract without a clear acceptance of all terms. Some of the restrictions on acceptance include:<\/p>\r\n