Qualified Silence and Its Effect on the Formation of E-Commerce Contracts

A Study of Jurisprudential Divergence on Its Validity as Acceptance

Abstract

This study addresses the issue of the evidentiary value of qualified silence as a form of acceptance capable of concluding an electronic commercial contract, As is well established under general legal principles and within the framework of traditional contracting, silence may be considered valid acceptance when accompanied by circumstances and indicators that clearly suggest so. However, the question arises: Can this principle be applied to electronic contracts, given the unique nature of such agreements—especially considering that the parties' expression of will in this context typically occurs remotely? In light of the silence of specific legal texts regulating electronic contracts on this matter, a significant doctrinal debate has emerged, with scholars divided between those who support and those who oppose the recognition of qualified silence as valid acceptance. Accordingly, this study aims to analyze the various legal opinions on the subject in order to identify the most appropriate legal solution.