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Can a Party’s Failure to Reject (Silence) Be Sufficient to Form a Contract in Florida?


For a legally enforceable contract to be formed in Florida, there needs to be an officer, a meeting of the minds, and an acceptance. What if a party never actually responded with an affirmative written or verbal “yes.” Can a contract ever be formed in Florida based on failure to reject (silence)? It is possible—but can only occur in certain limited situations. Within this blog post, our Miami business litigation attorney explains the key things to know when a failure to reject could be deemed enough to form a valid contract in Florida.

 Three Scenarios When Failure to Reject (Silence) Could Form a Contract in Florida 

  1. Contract Offeree Accepts Goods or Services With Opportunity to Reject 

In certain cases, a contract may be formed based on the party’s failure to reject goods or services. When the recipient (offeree) uses or benefits from goods or services without objection, it can sometimes be inferred as acceptance of a contract. For example, a party that accepts and starts using goods is likely liable for paying for those goods under any existing contract terms—even without a formal written or verbal “acceptance” of the contract.

The scenario hinges on the notion that the offeree—who did not reject the goods or services when given a reasonable opportunity to do so—implicitly agrees to the terms of the offer. The concept is particularly relevant in cases where there’s a tangible exchange, and the offeree’s silence, coupled with the use of the goods or services, communicates consent. 

  1. Contract Offeror Gave Contract Offeree Reason to View Silence as Acceptance 

Imagine that the offeror has explicitly stated or implied that silence will be considered as acceptance and then the offeree remains silent and the transaction moves forward, there might be a legally valid contract. These are complicated cases. To be clear, this type of case requires a clear (reasonable) communication from the offeror indicating that no response will be interpreted as consent. It should be emphasized that Florida law holds that this contract is only valid if the offeree has reason to believe that their silence can constitute acceptance. 

  1. A History of Prior Dealings Between the Parties Indicate Failure to Reject is Acceptance 

Finally, when there is a commercial relationship where there is a history of repeated transactions—meaning a pattern of prior dealings can set a precedent where silence is understood as acceptance—a contract may be formed. Most often, this type of case involves companies engaged in an ongoing business relationship where orders are regularly placed and fulfilled without explicit confirmation for each transaction. In Florida, courts may look at the history between the parties to determine whether a contract has been formed.

 Consult With Our South Florida Contract Litigation Lawyer Today

At Pike & Lustig, LLP, our Miami commercial litigation attorneys are standing by, ready to help you navigate a complex contract dispute. We put a strong emphasis on helping our clients find solutions that work. Contact us now to arrange your strictly confidential initial appointment. From our law office Miami, we handle contract litigations throughout all of South Florida.

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