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Facts[]

Saint John Tug Boat had a deal with Irving to supply them the use of their tugboats for assisting incoming oil tankers to their shipyard. However, with no firm arrangements having been made, Saint John stated that they would only have two boats available unless special arrangements were made, and advised Irving to look elsewhere for help. Saint John ended up having two more tugs available, and told Irving that they could use them if they paid $450/day to have them "on call" until a certain date. This date passed, and Saint John continued to keep the tugs on call and Irving continued to use them for a few months. However, when billed for these months after the original end of the contract, Irving refused to pay. Saint John sued for payment - they were successful at trial, then the New Brunswick court of appeal lowered damages, then supreme court reinstated trial ruling

Issue[]

  1. Can a party, in their actions, imply acceptance?

Decision[]

Appeal allowed.

Reasons[]

Ritchie, writing for the court, says that after the original deadline passed, Saint John were essentially serving Irving a new offer every time they sent them an invoice and kept the tugs on call, and that Irving continued to imply acceptance by their continuation of using the service. Irving must have known that the tug was still standing by, and that Saint John expected to be paid for their services.

Ratio[]

  • Silence can constitute acceptance when combined with conduct.
  • If a party allows another party to work for them under such circumstances that no reasonable person would suppose that the work was being done for nothing, then the first party will be liable to pay for it - the doing of the work is the offer; the permission to do it, or the acquiescence in its being done, is the acceptance.
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