Imagine someone sends you a message saying:
“If I don’t hear from you, I’ll assume you agree.”
You see the message.
You don’t reply.
Later, the person tells you, “Well, you agreed. You never said no.”
Would that really be enough?
Not necessarily.
In contract law, silence does not generally amount to acceptance. One party cannot simply decide that the other person’s failure to respond will count as a “yes.”
This principle can be seen in the old English case of Felthouse v Bindley.
The dispute arose between an uncle and his nephew over the sale of a horse. The uncle wanted to buy the horse and made an offer to his nephew. He eventually told his nephew, in effect, that if he heard no more about the matter, he would consider the horse to be his at the stated price.
The nephew did, in fact, intend to sell the horse to his uncle at that price.
But he never communicated that acceptance to his uncle.
Before the matter could be completed, the horse was accidentally sold at an auction by the auctioneer, Bindley.
The uncle sued, arguing that he already owned the horse.
The court disagreed.
Even though the nephew had privately agreed to the price in his own mind, he had not communicated his acceptance to the uncle. The uncle could not impose a rule saying, “If you don’t tell me otherwise, I’ll take your silence as acceptance.”
And this makes sense when you think about how people communicate in everyday life.
Imagine a friend says:
“I’m selling my laptop for GH¢4,000. If you don’t reply by tomorrow, I’ll assume you’re buying it.”
You don’t respond because you’re busy.
The next day, your friend says the laptop is yours and expects you to pay.
That would be rather strange.
You never said you wanted the laptop. You never agreed to the price. You simply didn’t respond.
Your silence should not automatically be turned into a contractual “yes.”
But there is an important point here.
The circumstances of a particular transaction can matter, and parties can sometimes agree on how they will communicate or conduct their dealings.
The important principle from Felthouse v Bindley is narrower: an offeror cannot simply impose silence as a method of acceptance and then treat the other person’s failure to respond as agreement.
And I think this is particularly relevant today.
We communicate constantly through WhatsApp, email, text messages and social media. It is easy to send someone a message and assume that because they have seen it or failed to object, they must agree.
But seeing a message is not necessarily accepting it.
And not responding is not necessarily saying yes.
Sometimes silence means “I agree.”
Sometimes it means “I haven’t decided.”
Sometimes it means “I don’t want to respond.”
And sometimes it simply means “I saw your message while I was busy and forgot to reply.”
The law cannot automatically turn every one of those situations into consent.
So, the next time someone tells you, “If you don’t say no, I’ll assume you said yes,” remember that they generally cannot create acceptance simply by declaring that your silence will count as it.
Because in contract law, consent is something to be communicated, not something another person can simply assume for you.