What is deemed acceptance?

The trap is that nothing happens

Most contractual traps announce themselves. A deadline passes, a notice is rejected, somebody writes you a letter. Deemed acceptance is quieter than that: you do nothing, nobody says anything, and a position is surrendered by a person who was not thinking about it, on a day they do not remember.

Two years later, in a dispute, the record shows you agreed. Not because you said so — because you did not write the correction letter, and the procedure said that was the same thing.

Where the window comes from

The window is set by the contract or by the project’s own meeting procedure. Conventionally it runs to the next meeting, or a stated number of days from issue. The day-count varies enough that quoting one would be misleading — read yours, and know the number before you need it.

What does not vary is the direction of the mechanism. It always runs against the party that stays quiet, and the party holding the pen is rarely the one that stays quiet.

The discipline

Correct in writing, within the window, every time it matters. Not only when the minutes look damaging — routinely, because the entry that turns out to matter is rarely the one that looked like it would.

This is the cheapest claims defence available on any project. It costs one email. Meeting after meeting of unchallenged adverse minutes builds the other side’s contemporaneous record, and a tribunal will prefer a contemporaneous record that nobody disputed at the time.

Terms

• Deemed Acceptance