Silence between the declaration of intent and full disclosure

Silence and nothingness are two sides of the same coin, for silence is to voluntarily abstain from speaking; therefore, nothing can be assigned to a silent person. Hence, it doesn’t have any legal effect as it stays within the person without tangible proof of its existence to third parties. Various legislations including the Egyptian Civil Code established this principle; as well as silence having no legal value unless combined with certain circumstances for the contract to be valid.



Thus, the contract is concluded by silence with valid intent as is the case of explicit or implicit intent. However, all legislations have agreed that silence could only express acceptance, since it is incompatible with the concept of an offer and the clarity it requires.



On the other hand, the principle of good faith is the base to maintaining stable legal status in society and the key to building trust between the concerned parties. Therefore, the majority of the legislations was interested in how silence stemming from bad faith may cause the contract’s nullity just as it contributed to its conclusion. Thus, the term "fraudulent silence" has arisen. As the name suggests, fraudulent silence in its concept and elements is linked to fraud in its traditional form, which is essentially based on inducing the other contractor to conclude the contract, that is, to influence his will in the personal interest of the fraudster. If the obligation to disclose is linked to certain contracts in some legal systems, the Egyptian legislature has been able to extend the scope of the contractor's protection in article 125 of the Civil Code by considering intentional silence as to a fact or a circumstance as fraud, meaning that the obligation to disclose has a general scope of application.