Explanation of Article 36
This article addresses the concept of "silence" in expressing intent, stating that the default position on silence is that it "does not constitute acceptance" because silence is not an expression of intent and does not indicate consent, except in the cases exempted by the article, which are:
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First: If the law stipulates so, for example: if the Companies Law stipulates that a partner's silence on amending the company contract is considered acceptance, then in this case, silence is considered acceptance.
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Second: If silence is a "presumption of acceptance," meaning there is a clear indication that silence signifies acceptance, such as when one person offers something specific to another and requests a response within a certain period, and the other party remains silent within this period, with a prior relationship indicating that silence in this case is considered acceptance.
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Third: If silence is "considered acceptance by custom," meaning there is a specific custom in dealings indicating that silence in a certain situation is considered acceptance, for example: if there is a custom in commercial dealings that a merchant's silence on responding to a specific invoice is considered acceptance, then in this case, silence is considered acceptance.
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Fourth: If silence is "for the necessity of dealings," meaning there is a necessity in dealings that calls for considering silence as acceptance, for example: if a person sends specific goods to another and requests a response within a certain period, and the other party remains silent within this period, with a necessity in dealings that calls for considering silence as acceptance, then in this case, silence is considered acceptance.
It should be noted that these cases exempted by the article do not constitute an exception to the principle that silence does not constitute acceptance, but rather they are special cases where silence indicates acceptance by presumption, custom, or necessity, and they do not violate the rule of the article.
Related To
Article 36
- An offer shall expire in the following cases:
a) If the offeror withdraws the offer in accordance with the provisions of Article 35 of this Law.
b) If the offeree rejects the offer explicitly or implicitly; any modification to the acceptance shall be deemed a rejection constituting a new offer.
c) If the offeror or the offeree dies, or if either of them loses his capacity before the acceptance is made, even if the offer is for a specified period.
d) If the acceptance does not meet the offer according to custom, or if the period specified by the offeror for acceptance lapses without an acceptance.
- If the acceptance is made after the expiration of the offer, the contract shall not be deemed concluded, and said acceptance shall be deemed a new offer.