Civil Transactions Law · Federal Decree-Law 25 of 2025
Article 128
Section One: Sources of Obligation > Chapter One: The Contract > Part Four: Pillars, Validity, Options, and Types of a Contract
English translation
1. The silence of the person to whom the offer is directed shall not be deemed an acceptance, unless an agreement or an indicium exists indicating that it is.
2. Silence is considered an acceptance if there was a prior dealing between the contracting parties and the offer was related to this dealing, or if this offer was purely for the benefit of the offeree.
Official translation, as published by the portal.
Official Arabic text
.1 لا يُعتبر سكوت من وجّه إليه الإيجاب قبولاً إلا إذا كان هناك اتفاق أو وجدت قرينة تدل على ذلك.
.2 يُعتبر السكوت قبولاً إذا كان هناك تعامل سابق بين المتعاقدين واتصل الإيجاب بهذا التعامل أو كان هذا الإيجاب لمحض منفعة الموجب له.
What it means when you sign
This article covers silence in response to an offer. Silence by the person who received the offer is not treated as acceptance, unless there is an agreement or an indication that it is.
The second paragraph gives two cases where silence does count as acceptance: when the parties had a prior dealing and the offer relates to that dealing, and when the offer was purely for the benefit of the person who received it.
When you are about to sign, this article means that not replying to a proposal is generally not the same as agreeing to it. A clause saying that a proposal is deemed accepted if the other side does not respond within a stated time may run into this general rule, unless an agreement or indication supports it. In an ongoing relationship, though, silence in response to an offer connected to earlier dealings may be treated as acceptance. Prior dealings between the parties are therefore worth keeping in mind when reading renewal or change clauses.
In Fahm reports this article usually sits under: One-sided mechanisms
Related articles
- Article 127This article separates an offer from an invitation to contract.
- Article 129This article covers how long an offer stays open and when it lapses.
- Article 137This article covers earnest money, meaning a sum paid when a contract is made.
- Article 138Cited in Fahm reportsThis article defines a framework agreement.
- Article 171Cited in Fahm reportsThis article says when staying silent counts as deception.
- Article 172This article gives a remedy for deception combined with unfairness.