Where an offeree fails to reply to an offer, his silence and inaction operate as an acceptance where because of previous dealings or otherwise, the offeree has given the offeror reason to understand that the silence of inaction is intended by the offeree as a manifestation of assent, and the offeror does so understand.
The claimant was engaged in the wholesale grocery business. The corporation was engaged in the business of meat packing, part of which was the manufacture and sale of shortening. The corporation's salesman booked the claimant for an order of shortening at a set price. The booking was not a contract nor an absolute offer to contract. Thereafter, the claimant, through the corporation's salesman, placed an order for shortening. The corporation waited 12 days from the time the order was given before declining to accept them. The claimant filed a breach of contract action against the corporation. The trial court directed a verdict and judgment in the corporation's favor.
Should, under the law, appellee be charged with an implied acceptance of the orders by its silence?
On appeal, the court reversed and remanded the case. The court found that all of the claimant's previous orders had been accepted and the goods shipped not later than a week from the giving of such orders. According to the court, it was a question for the jury whether or not the corporation's delay of 12 days before rejecting the orders, in view of the past history of such transactions between the parties, including the booking, constituted an implied acceptance.