Silence Is Not Acceptance: Ontario's Rules on Forming a Contract Through Inaction

Every so often, a business owner receives a letter, an email, or an invoice that says something like: "If we don't hear from you within a set number of days, you will be deemed to have accepted these terms." It can feel alarming, as if doing nothing has quietly locked you into a deal you never agreed to. Under Ontario law, that fear is usually misplaced.

Silence is not acceptance in the vast majority of situations. A contract generally requires a genuine, communicated agreement between the parties, and one side cannot normally impose that agreement on the other simply by declaring that inaction counts as consent. But "usually" is doing real work in that sentence — there are situations where staying quiet can still leave you bound, and it pays to know the difference.

This article walks through how contracts actually form in Ontario, why the general rule protects a silent recipient, the exceptions that can catch a business off guard, and what to do if you receive one of these notices.

How a Contract Actually Forms

Ontario contract law rests on a handful of stable building blocks:

• Offer — one party proposes specific terms.
• Acceptance — the other party agrees to those exact terms.
• Consideration — each side gives something of value.
• Intention to create legal relations — both sides mean for the agreement to be enforceable.

Acceptance normally has to be communicated in some way, by words, signature, or conduct that clearly signals agreement. The party sending an offer does not get to unilaterally define what counts as acceptance and impose it on someone who never asked to be bound by it.

Why Silence Usually Isn't Acceptance

The general rule is that an offeror cannot force the other side into a contract just by stating that silence will be treated as agreement. If that were allowed, anyone could send unsolicited terms to a competitor, a customer, or a stranger and effectively draft a binding contract the recipient never chose to enter.

This matters most for:

• Unsolicited "updated terms" notices from a supplier or platform.
• Invoices for services never ordered.
• Letters claiming a prior deal now includes new obligations unless you object.

In each case, doing nothing is generally the legally safe position; you have not accepted anything just by failing to respond.

The Exceptions: When Inaction Can Still Bind You

The general rule has real limits, and this is where businesses get caught:

• Prior course of dealing. If you and a supplier have a history of the same renewal notice going out every year, and you have always let it pass without objection while continuing to accept and pay for the goods, a court may find your conduct, not your silence alone, created an agreement.
• Conduct that implies agreement. If you keep using a service, keep accepting deliveries, or start performing under new terms after receiving notice of them, that active conduct can amount to acceptance even without a written "yes."
• A pre-existing agreement to the mechanism. If an existing, validly signed contract already says that a renewal or amendment takes effect unless you object within a set window, that clause was agreed to up front. It is not "silence creating a contract" — it is a term you already accepted.

The common thread is that it is almost never silence by itself that binds you; it is either an earlier signature or actual conduct that a court can point to as agreement.

Protecting Your Business When You Receive a "Silence Equals Acceptance" Notice

• [ ] Check whether you have an existing signed contract with this party, and if so, whether it already contains a valid renewal or amendment mechanism.
• [ ] Do not perform under the new terms, place a new order, or make a payment that could be read as conduct agreeing to them.
• [ ] Send a short written reply stating that you do not agree to the proposed terms — a paper trail is your best protection.
• [ ] Keep records of the notice and your response in case the other side later argues a contract was formed.
• [ ] If a supplier relationship is genuinely ongoing and worth keeping, negotiate the terms directly rather than letting a deadline pass unaddressed.

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