Explanation of Article 97

Explanation of Article 97

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:

• 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.

• 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.

• 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.

• 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 97

1. In case of extraordinary events which were unforeseeable at the time of contracting and which make the fulfillment of a contractual obligation excessively onerous on the part of the debtor in such a way that it may cause heavy losses, the debtor may, without undue delay, invite the other party to negotiate.

2. The request for negotiation shall not grant the debtor the right to not perform his contractual obligations.

3. If no agreement is reached within a reasonable period, the court may, after taking into consideration the relevant circumstances and the interests of both parties, reduce the onerous obligation to a reasonable level.

4. Any agreement contrary to the provisions of this Article shall be deemed null and void.