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Can a Contract Be Formed Through Silence in Florida?


A contract is a legally binding agreement. In Florida, a contract is formed through an offer and acceptable. You may be wondering: Is it possible to form a binding contract through silence? The short answer is that silence is generally not sufficient to form an enforceable contract—however, there are some limited exceptions. Here, our Miami commercial litigation attorney explains the key points to know about silence and contract formation in Florida.

 Know the UCC: Contract Acceptance Must Be Unambiguous 

The Uniform Commercial Code (UCC) is a set of comprehensive laws governing commercial transactions in the United States. It is designed to harmonize the law of sales and other commercial transactions across state lines. Notably, Florida follows the UCC for the sale of goods. Uniform Commercial Code (UCC) § 2-206 governs the formation of contracts. The UCC is clear: Contract acceptance must be unambiguous. Mutual assent is required.

 Contracts are Generally Not Formed Through Silence in Florida 

Silence is usually not grounds to form a contract in Florida. In other words, the failure to respond to an offer does not typically indicate acceptance. In Florida, the law requires some affirmative action or expression of intent by the offeree to accept the terms proposed by the offeror. The principle exists to help ensure clarity and mutual agreement in the formation of contracts.

Here is an example: Imagine a business slips a note under your door. It says that they will paint your fence in exchange for $500. The note says the business will start painting next week if they do not get a response. That is not sufficient to form a valid contract in Florida. The offeree (you) must take some form of affirmative action in order for a contract to be formed. Silent is not enough.

Two Main Exceptions to the Rule On Contract Formation and Silence

While silence generally does not form a contract in Florida, there are a few narrow exceptions to the rule. Here is an overview of the main exceptions:

  • Benefit With Reasonable Opportunity to Reject: In Florida, if a party receives a benefit under circumstances where they have a reasonable opportunity to reject it but choose not to, their silence can be interpreted as acceptance. These can be complicated cases. For clarity, offerors should avoid relying on this exception in Florida.
  • Previous Dealings Consistent With Silent Acceptance: If parties have established a pattern of previous dealings where silence was consistently treated as acceptance, this can form an exception. In such cases, the expectation set by historical transactions validates that silence can equate to consent.

Speak to Our Miami, FL Business Law Attorney for Immediate Legal Help

At Pike & Lustig, LLP, our Miami business lawyer has extensive experience negotiating, drafting, and reviewing contracts. If you have any questions about whether or not a contract was actually formed, we are here to help. Contact us today to set up your confidential consultation. Our firm provides business law representation throughout all of South Florida.

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