Silence: Agreement or Refusal to Enter into a Contract?

According to Clause 2, Article 393 of the Civil Code 2015, it is stipulated:

The silence of the party receiving the offer to conclude a contract does not mean they accept the offer to conclude a contract, therefore the party making the offer cannot rely on the silence to assume that the offeree has accepted the offer.

However, silence is still considered as acceptance of the offer to conclude a contract in the following cases:

- When there is an agreement between the parties that the silence of the offeree is considered as acceptance of the entire offer;- According to the customs established repeatedly and regularly between the parties, there is no need for a response.

Additionally, according to the practical resolution by the Court, silence is not automatically deemed as an acceptance of the offer to conclude a contract. Silence is only considered as acceptance of the offer when the following factors are present:

- Silence, but the offeree has performed a part of the obligations carried out by the offeror;- The silent party knows the other party has performed obligations under the contract but does not object;- Silence, but the offeree has performed their obligations towards the offeror;- There is an agreement between the parties that no response is necessary, and silence constitutes acceptance of the offer;- There exists a custom between the parties where silence is considered as acceptance of the contract;- Based on the testimony of the silent party during the contract negotiation process where the testimony shows that the silent party agreed to the contract.

- Thai Man -

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