Define: Tacit Acceptance

Tacit Acceptance
Tacit Acceptance
Quick Summary of Tacit Acceptance

Tacit acceptance, in civil law, is a form of acceptance that is demonstrated through circumstances or the operation of the law rather than through explicit words. It can also refer to the acceptance of an inheritance, which is indicated by the actions of the heir that demonstrate an intention to accept it and which the heir would have no right to do except in that capacity. For instance, if someone offers to sell their car to another person and the other person takes the car and starts driving it, this could be considered tacit acceptance of the offer. Similarly, if someone passes away and leaves an inheritance to their children, and one of the children starts selling off the deceased’s property, this could be considered tacit acceptance of the inheritance. These examples illustrate how tacit acceptance can be demonstrated through actions rather than through words. In both cases, the person’s actions indicate that they have accepted the offer or inheritance, even if they did not explicitly state so.

What is the dictionary definition of Tacit Acceptance?
Dictionary Definition of Tacit Acceptance

Tacit acceptance refers to the act of accepting something without verbalising it. In the context of civil law, this occurs when an individual demonstrates their acceptance of an offer through alternative means, such as engaging in actions that indicate agreement. Additionally, tacit acceptance can occur when an individual accepts an inheritance by performing actions that are exclusive to the rightful heir.

Full Definition Of Tacit Acceptance

Tacit acceptance, also known as implied acceptance, is a significant concept within contract law wherein acceptance of an offer is inferred from the offeree’s conduct rather than explicit words or written confirmation. This concept is fundamental in various legal contexts, particularly in the formation and enforcement of contracts. This overview aims to provide a comprehensive understanding of tacit acceptance, exploring its definition, application, and implications within British law.

Definition and Nature of Tacit Acceptance

Tacit acceptance occurs when an offeree’s actions, inactions, or circumstances indicate agreement to an offer without explicit communication. This form of acceptance can arise in various scenarios, such as the performance of contractual obligations, silence in response to an offer, or continued use of goods or services.

The essence of tacit acceptance lies in the principle that actions speak louder than words. In legal terms, it embodies the idea that conduct can constitute a binding agreement, provided it unequivocally indicates the offeree’s intent to accept the terms of the offer.

Legal Framework

Common Law Principles

Under common law, acceptance must be unequivocal and communicated to the offeror. However, tacit acceptance introduces a nuanced approach, recognising that actions can serve as effective communication of acceptance. Key case law in British legal history has shaped the understanding and application of tacit acceptance.

One pivotal case is Brogden v Metropolitan Railway Co. (1877). In this case, the defendant supplied coal to the claimant without a formal contract. However, both parties conducted themselves as if a contract existed. The court held that the conduct of the parties, including the consistent supply and payment for coal, constituted tacit acceptance, thereby forming a binding contract.

Another notable case is Felthouse v Bindley (1862), which established that silence alone does not constitute acceptance. In this case, the claimant attempted to purchase a horse from his nephew and stated that if he did not hear back, he would consider the horse his. The court ruled that silence could not amount to acceptance. However, subsequent actions, such as delivering the horse or making payments, could indicate tacit acceptance.

Elements of Tacit Acceptance

For tacit acceptance to be legally binding, certain elements must be present:

  • Clear and Definite Offer: The offer must be explicit and unambiguous, providing a clear basis for acceptance.
  • Conduct Indicating Acceptance: The offeree’s conduct must unequivocally demonstrate acceptance of the offer. This can include performing contractual obligations, using goods or services, or any other action that signifies agreement.
  • Knowledge of the Offer: The offeree must be aware of the offer. Without knowledge, any action cannot reasonably be interpreted as acceptance.
  • Intention to Accept: The offeree’s conduct must reflect an intention to accept the terms of the offer. This intention can be inferred from the circumstances surrounding the conduct.

Application in Contract Law

Formation of Contracts

Tacit acceptance plays a crucial role in the formation of contracts. It provides flexibility in recognising agreements formed through conduct, accommodating the dynamic nature of commercial transactions. This is particularly relevant in industries where formal written contracts are impractical or where parties have established a course of dealing over time.

In the digital age, tacit acceptance is increasingly pertinent. Online transactions, for instance, often involve tacit acceptance, where users agree to terms and conditions by simply using a website or service. Courts have recognised that clicking an “I Agree” button or continuing to use a service after being notified of changes constitutes tacit acceptance.

Standard Form Contracts

Tacit acceptance is also significant in the context of standard-form contracts, commonly used in consumer transactions. These contracts, often referred to as “take it or leave it” agreements, present terms that the consumer implicitly accepts by engaging in the transaction. For example, purchasing a train ticket implies acceptance of the railway company’s terms and conditions.

Implications and Challenges


The enforceability of tacit acceptance hinges on the clarity and certainty of the offeree’s conduct. Courts scrutinise the circumstances to determine whether the conduct unequivocally indicates acceptance. This can be challenging in cases where the conduct is ambiguous or where multiple interpretations are possible.

Consumer Protection

Tacit acceptance raises consumer protection concerns, particularly in scenarios where consumers may not fully understand the terms they are deemed to accept. The law seeks to balance the interests of businesses and consumers, ensuring that tacit acceptance does not result in unfair or unconscionable terms.

Silence as Acceptance

The principle established in Felthouse v Bindley (1862), that silence alone does not constitute acceptance, continues to be a cornerstone of contract law. However, exceptions exist, such as in cases where the offeree has a duty to speak or where prior dealings establish a pattern of acceptance through silence.

Digital Contracts

In the realm of digital contracts, courts have adapted traditional principles to accommodate modern transactions. The increasing use of electronic communications and online platforms necessitates a nuanced understanding of tacit acceptance. Courts examine factors such as the visibility and accessibility of terms, the clarity of notifications, and the ease of opting out to determine whether tacit acceptance is valid.

Case Studies

Case Study 1: Brogden v Metropolitan Railway Co. (1877)

In Brogden v Metropolitan Railway Co., the parties conducted business for years without a formal contract. When a dispute arose, the court had to determine whether a contract existed. The consistent supply and acceptance of coal, along with corresponding payments, led the court to conclude that the conduct of the parties constituted tacit acceptance, forming a binding contract.

Case Study 2: Hillas & Co. Ltd v Arcos Ltd (1932)

In Hillas & Co. Ltd v Arcos Ltd, the court addressed the issue of tacit acceptance in a commercial context. The parties had a prior agreement for the sale of timber, and the claimant sought to enforce an option for a further contract based on previous dealings. The court held that the conduct of the parties, including prior transactions and industry practices, indicated tacit acceptance of the option, thereby binding the parties to a new contract.

Case Study 3: Re Selectmove Ltd (1995)

In Re Selectmove Ltd, the court examined tacit acceptance in the context of a debt repayment arrangement. The debtor proposed a repayment plan to the creditor, who did not explicitly accept but did not object either. The court found that the creditor’s silence, combined with acceptance of some payments, constituted tacit acceptance, making the repayment plan binding.


Tacit acceptance is a nuanced and essential concept within British contract law. It recognises that actions can speak as loudly as words in forming and enforcing agreements. While the principle provides flexibility and accommodates the realities of modern commerce, it also presents challenges in ensuring clarity and fairness, particularly in consumer transactions and digital contracts.

The legal framework, shaped by case law and evolving commercial practices, continues to adapt to the complexities of tacit acceptance. As commerce increasingly moves online, the principles governing tacit acceptance will play a pivotal role in shaping the enforceability of digital contracts and safeguarding the interests of all parties involved.

Understanding tacit acceptance requires a careful examination of conduct, intention, and the surrounding circumstances. By balancing these elements, courts strive to uphold the integrity of contractual agreements while protecting parties from unfair or ambiguous terms. As such, tacit acceptance remains a cornerstone of contract law, reflecting the dynamic interplay between conduct and consent in the formation of binding agreements.

Tacit Acceptance FAQ'S

Tacit acceptance refers to a situation where someone’s silence or inaction is interpreted as giving consent or agreement to a particular action or contract.

Yes, tacit acceptance can be legally binding if all the necessary elements of a contract are present, such as an offer, acceptance, consideration, and intention to create legal relations.

No, tacit acceptance can only be implied when there is a reasonable expectation that the person had the opportunity to reject or object to the action or contract but chose not to do so.

Proving tacit acceptance can be challenging as it relies on the absence of objection or silence. However, it can be established through evidence such as emails, text messages, or other forms of communication that demonstrate a lack of objection.

Yes, tacit acceptance can be revoked if the party who initially remained silent or inactive later communicates their objection or refusal to be bound by the action or contract.

Yes, there are limitations to tacit acceptance. For example, it cannot be used to override statutory requirements or mandatory legal provisions.

No, tacit acceptance is primarily applicable in civil matters and contract law. In criminal cases, the concept of tacit acceptance does not hold the same weight as it does in civil law.

Relying solely on tacit acceptance can be risky as it may lead to misunderstandings or disputes. It is always advisable to have clear and explicit communication to avoid any potential legal issues.

Yes, tacit acceptance can be used in employment contracts if the employee continues to work without objecting to changes in terms and conditions. However, it is always recommended to have written agreements to avoid any ambiguity.

Yes, tacit acceptance can be used in real estate transactions if the buyer or seller does not object to the terms and conditions within a reasonable time frame. However, it is advisable to have written contracts to ensure clarity and avoid any future disputes.

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This site contains general legal information but does not constitute professional legal advice for your particular situation. Persuing this glossary does not create an attorney-client or legal adviser relationship. If you have specific questions, please consult a qualified attorney licensed in your jurisdiction.

This glossary post was last updated: 9th June 2024.

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