158 Mass. 194, 33 N.E. 495 (Mass. 1893)
Hobbs v. Massasoit Whip Co.
Can an offeree's silence and retention of goods, in light of prior course of dealing and the surrounding commercial context, constitute acceptance sufficient to create an implied-in-fact contract obligating payment for the goods?
Although silence ordinarily does not constitute acceptance, acceptance may be implied from silence and inaction where, because of prior dealings, trade usage, or other circumstances, the offeree has reason to know that the offeror expects a reply and it is reasonable to treat silence as assent. When a party receives goods and retains them for an unreasonable time without seasonable rejection, especially in a context where prior dealings suggest that non-objection signifies assent, the law may treat that conduct as acceptance, creating an obligation to pay for the goods.
Yes. Given the parties' prior dealings and the defendant's retention of the eel skins without timely rejection, the jury could find that the defendant accepted the goods by silence and was liable to pay for them.
Hobbs softens the rigid "silence is not acceptance" principle by carving out an important, commercially sensible exception grounded in prior dealings and objective manifestations of assent. It foreshadows the UCC's acceptance framework (e.g., UCC §§ 2-606, 2-607, and course-of-dealing concepts in § 1-303), teaching that buyers who retain goods without timely rejection may be deemed to accept them. For students, Hobbs is a staple for analyzing implied-in-fact contracts, the role of trade practice and course of dealing, and the circumstances under which silence creates a duty to pay.