McGurn v. Bell Microproducts

284 F.3d 86 (1st Cir. 2002)



Silence in response to an offer to enter into a contract does not constitute an acceptance of the offer. Acceptance by silence is exceptional. Silence does not ordinarily manifest assent. There is, however, an exception to the rule against acceptance by silence where an offeree takes the benefit of offered services with reasonable opportunity to reject them and reason to know that they were offered with the expectation of compensation. 


Bell Microproducts, Inc. (Bell), the defendant, mailed George R. McGurn, the plaintiff, a signed offer of employment, which stipulated that if the plaintiff was terminated without cause during the first twelve months of his employment with the defendant, he would receive a severance package worth $ 120,000. In countersigning and returning the offer letter, the plaintiff crossed out the word "twelve" and replaced it with "twenty-four." The plaintiff initialed his alteration, but otherwise did nothing to call it to the defendant’s attention. After thirteen months, the defendant terminated the plaintiff and refused to pay the latter the severance package on the ground that the twelve-month period stipulated in the offer letter had passed, and that the plaintiff’s replacement of "twelve" with "twenty-four" was a counteroffer which the defendant had never accepted. Thereafter, the plaintiff filed an action to collect the compensation he claimed the defendant owed him under the contract. The district court granted summary judgment for the employee because it found that the employer's silence in response to the counteroffer constituted acceptance of the counteroffer of the 24-month termination clause. 


Is silence on a counteroffer enough basis to grant a summary judgment for the plaintiff?




The Court held that that the importance of the defendant's silence could not have been decided as a matter of law on a motion for summary judgment because of issues of material fact about whether the defendant knew about the counteroffer and constituted acceptance, thereby, it ruled that the district court’s decision is premature. Thus the grant of summary judgment in favor of the employee was vacated and the case was remanded for further proceedings.


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