If someone receives an offer stating that the recipient’s silence will be considered acceptance, but the recipient forgets to respond and reject the offer, is the contract still concluded? Such clauses have no legal effect, and silence does not constitute acceptance. However, silence is considered acceptance if the recipient and offeror are in an ongoing business relationship regarding a specific type of goods and if the offer was not immediately or within the prescribed period rejected.86
A contract is concluded when the offeror receives a declaration of acceptance from the recipient. The OZ follows the “receipt theory,” meaning the decisive moment is when the offeror actually receives the declaration of acceptance.87 For example, an email is considered received when it reaches the offeror’s inbox. The moment of contract conclusion is significant for various legal considerations, including the start of time limits if they depend on the moment of contract formation, assessing potential defects in consent, determining any disproportion in the exchange of obligations, evaluating excessive hardship or the application of the rebus sic stantibus clause (changed circumstances clause), and identifying the applicable law for the contractual relationship.
It is presumed that a contract is concluded at the place where the offeror had their registered office or residence at the time of making the offer.88, 89 The place of contract conclusion is important for determining the applicable law, assessing the timeliness of contract formation, establishing judicial jurisdiction90, and potential tax obligations.91
