In Australian law, acceptance by conduct means you can enter a binding contract through your actions, even if you never sign or say “I agree.”
It’s a principle recognised under common law and fully enforceable in Australia.
In plain English — if your behaviour shows you’ve accepted an offer, the law treats it as if you did so formally.
For example, if you receive a recruiter’s terms and then go ahead and interview or hire the candidate they introduced, your conduct may be seen as acceptance of those terms — and the recruiter may be entitled to their placement fee.
Why It’s Enforceable
Courts in Australia have long recognised this concept. A key case, Empirnall Holdings Pty Ltd v Machon Paull Partners Pty Ltd (1988), confirmed that even without a signed document, a contract can form if one party proceeds with the arrangement knowing the other’s terms.
The logic is simple:
If you act in a way that only makes sense if you accepted the terms, the law assumes you did.
How It Applies in Recruitment
Here’s how “acceptance by conduct” often plays out in hiring:
- You receive a candidate profile that includes the recruiter’s terms.
You review the profile, shortlist the person, or call them for interview. - You hire the candidate.
Even without signing anything, your conduct — using the candidate introduction and proceeding to hire — can legally amount to acceptance of the recruiter’s terms. - A fee dispute arises later.
If there’s evidence you received the terms before engaging with the candidate, a court can rule that the contract was formed by conduct.
In other words:
Reviewing a candidate or moving them forward in your hiring process can create a binding contract with the recruiter.
Why Hiring Managers Should Care
This isn’t about recruiters “catching you out.” It’s about clarity.
Recruitment is a service like any other — once you use the service, payment obligations can arise.
Understanding acceptance by conduct helps you:
Avoid accidental agreements. Manage your procurement or preferred supplier process correctly. Prevent disputes that damage relationships or reputation.
Best Practices for Hiring Managers
Have a clear preferred supplier list (PSL).
Only review candidate profiles from approved partners.
Don’t open or act on unsolicited CVs unless you’re prepared to honour the terms attached.
Reply early.
If you’re not accepting a recruiter’s terms, make it clear in writing before any action is taken.
Centralise recruitment communication.
Ensure hiring managers know who can engage agencies and under what terms.
Final Word
“Acceptance by conduct” exists to prevent unfairness — it protects both sides.
Recruiters deserve to be paid for the introductions they make, and employers deserve clarity about what they’re agreeing to.
The takeaway for hiring managers?
Before you act on an introduction, make sure you understand whose terms you’re operating under.
Because in Australian law, actions can speak louder than signatures.
