Also known as: acceptance by silence · acceptance by exercise of dominion · exercise of dominion · silent acceptance · dominion acceptance
Written by attorneys · grounded in primary & secondary sources — see below
2 senses
An offeree's silence or inaction operates as acceptance of an offer when the offeree takes the benefit of offered services with a reasonable opportunity to reject them and reason to know compensation is expected. Silence also operates as acceptance when the offeror has indicated that assent may be shown by remaining silent and the offeree intends to accept.
An exercise of dominion or control over a chattel constitutes conversion when it seriously interferes with the owner's right to control it. The seriousness of the interference is measured by factors including the extent and duration of the actor's exercise of dominion or control.
Each sense below has its own examples, sources, and questions.
An offeree's silence or inaction operates as acceptance of an offer when the offeree takes the benefit of offered services with a reasonable opportunity to reject them and reason to know compensation is expected. Silence also operates as acceptance when the offeror has indicated that assent may be shown by remaining silent and the offeree intends to accept.
Select any source to read its text and confirm it supports the definition.
Silence operates as acceptance only in narrow circumstances. The offeree must either take the benefit of offered services with reason to know compensation is expected or the offeror must have indicated that silence will manifest assent and the offeree must intend to accept. General inaction does not form a contract.
Supporting sources
An exercise of dominion or control over a chattel constitutes conversion when it seriously interferes with the owner's right to control it. The seriousness of the interference is measured by factors including the extent and duration of the actor's exercise of dominion or control.
Select any source to read its text and confirm it supports the definition.
Aisha Ahmed lent her specialized welding rig to a contractor for a single day project. The contractor kept and used the rig for three weeks on multiple jobs without permission. When Aisha demanded its return the contractor refused for another ten days before finally surrendering the equipment. The extended period of control supports a finding that the contractor exercised dominion serious enough to constitute conversion.
Antonio Alvarado purchased a shipment of industrial sensors believing they belonged to his company. After discovering the true owner he continued to use the sensors in production for six weeks before offering to return them. The prolonged exercise of control over the sensors weighs in favor of treating the interference as sufficiently serious to support conversion liability.
Melting down or consuming rejected components constitutes an exercise of ownership inconsistent with the seller's rights. The buyer must hold the goods with reasonable care only long enough for the seller to retrieve them. Any substantial alteration or use of the goods is wrongful.
Supporting sources
Recovery of the chattel reduces the damages attributable to its value. The plaintiff cannot recover the full value as if the item were permanently lost. Consequential losses such as lost use during the period of deprivation may still be recoverable.
Supporting sources
A court may reduce damages when the converter acted under a reasonable good-faith mistake, the chattel's value to the owner is not substantially impaired, and the converter promptly tenders return and keeps the offer open. The reduction is discretionary and reflects the limited actual loss.
Supporting sources