Brief Fact Summary.
Curtis Co. sued Mason for breach of contract when Mason remained silent about his acceptance of contract terms.
Synopsis of Rule of Law.
A binding contract is not created if a party is silent about a contract offer.
Mason called Curtis Co. (Curtis) to ask about soybean farming. Mason then contracted with Curtis for the sale of Mason’s spring wheat crop. Curtis signed a confirmation memorandum that stipulated that keeping the memorandum without telling Curtis about any errors constituted acceptance of the contract. When Mason received the letter, he decided not to contract with Curtis, and did not respond to the letter. When Curtis employees threatened to sue for breach of contract, Mason returned the memorandum with “not accepted” written on the back. Curtis sued for breach of contract and the trial court granted judgment to Mason.
Whether a binding contract is created if a party is silent about a contract offer?
No. The judgment of the trial court is affirmed. Curtis did not have the power to bind Mason to the contract without Mason’s consent.Discussion.
A binding contract is not created if a party is silent about a contract offer. An offeree’s silence cannot bind him or her even if an offer constitutes silence as acceptance.