Contract Law – Implied Rejection – What Is It?

Implied rejection refers to a situation where the offeree (the party receiving an offer) rejects the offer through their actions or conduct, rather than explicitly expressing it. It occurs when the offeree’s response or behavior indicates a clear intention not to accept the terms of the offer.

Key points:

  1. Lack of explicit acceptance: Implied rejection arises when the offeree does not provide a direct acceptance of the offer. Instead of explicitly stating their rejection, they may engage in actions or behaviors that demonstrate a refusal to accept the terms proposed by the offeror (the party making the offer).
  2. Conduct as a form of rejection: Implied rejection is based on the principle that acceptance must be communicated to the offeror. If the offeree does not communicate their acceptance explicitly, their conduct may be interpreted as a rejection of the offer. This could include actions such as ignoring the offer, not responding within a reasonable time, or engaging in actions inconsistent with acceptance.
  3. Inconsistent counteroffer: Implied rejection can also occur when the offeree responds to the offer with a counteroffer that introduces new or modified terms. By proposing changes to the original offer, the offeree implicitly rejects the offer and initiates a new round of negotiations.
  4. Timing and reasonableness: The timing of the offeree’s response is crucial in determining implied rejection. If the offeree fails to respond within a reasonable time after receiving the offer, it may be inferred that they have rejected the offer. The reasonableness of the delay depends on various factors, including the nature of the contract, industry practices, and any specific timeframes mentioned in the offer.
  5. Termination of the offer: Implied rejection terminates the offer made by the offeror. Once the offeree’s conduct or actions indicate a rejection, the offer is no longer valid, and the offeror is not bound by the terms of the original offer.
  6. Communication and clarity: It is important for both parties to communicate clearly to avoid misunderstandings regarding acceptance or rejection. If the offeror wants to ensure that the offeree’s silence or conduct does not imply rejection, they may explicitly request a clear acceptance or rejection of the offer.

Implied rejection recognizes that acceptance of an offer must be communicated in some form, either explicitly or through conduct. It allows for the termination of an offer when the offeree’s actions demonstrate an unwillingness to accept the proposed terms, providing clarity and allowing the parties to move forward with the negotiation process or explore other options.


Posted in Business Law, Contract Law.