Goff, J.
A basic tenet of American contract law holds that “an offeror is master of his offer.” [Footnote omitted.] However, the offeror’s control over the form of acceptance may be limited to protect the offeree’s contractual freedom. [Footnote omitted.] One such limitation arises when the offeror purports to dictate acceptance by the offeree’s silence or inaction. While silence or inaction may, in exceptional circumstances, constitute acceptance, we find no such circumstances here. We thus reverse the trial court and remand for further proceedings consistent with this opinion.
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Indiana recognizes a strong policy interest in favor of enforcing arbitration agreements. Decker v. Star Fin. Grp., Inc., 204 N.E.3d 918, 920 (Ind. 2023). But a presumption in favor of arbitration without first determining whether the parties agreed to such a method of dispute resolution threatens to “frustrate the parties’ intent and their freedom to contract.” MPACT Const. Grp., LLC v. Superior Concrete Constructors, Inc., 802 N.E.2d 901, 906 (Ind. 2004). The party seeking to compel arbitration carries the burden of showing the existence of an enforceable arbitration agreement. Progressive Se. Ins. Co. v. Empire Fire & Marine Ins. Co., 88 N.E.3d 188, 197 (Ind. Ct. App. 2017). In deciding whether this burden has been met, courts apply ordinary principles of contract law. MPACT Const., 802 N.E.2d at 906. So, an arbitration agreement, as with a typical contract, requires “offer, acceptance of the offer and consideration.” Reitenour v. M/I Homes of Indiana, L.P., 176 N.E.3d 505, 510–11 (Ind. Ct. App. 2021) (internal quotation marks and citation omitted). And while the parties may modify their contract, such modification, which amounts to a contract itself, requires all the elements of a contract. Stelko Elec., Inc. v. Taylor Cmty. Sch. Bldg. Corp., 826 N.E.2d 152, 159 (Ind. Ct. App. 2005).
The parties here dispute the binding effect of the Addendum. Land argues that IUCU’s failure to give reasonable notice, along with her silence in response to IUCU’s offer, renders the Addendum invalid. [Footnote omitted.] IUCU, on the other hand, contends that it fulfilled its notice obligations by sending the Addendum to Land according to the terms of the Agreement and that Land’s silence and inaction amounted to acceptance of the Addendum.
I. IUCU provided Land with reasonable notice of its offer to amend the Agreement.
On the issue of notice, IUCU’s argument is twofold: First, IUCU challenges the applicable standard. And second, IUCU contends that its notice to Land sufficed as an offer to amend the Agreement. We address these arguments in turn.
A. A reasonableness standard applies to the interpretation of the parties’ agreed terms of notice.
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B. IUCU’s mailing efforts met the reasonable-notice standard.
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In short, IUCU provided Land with reasonable written notice of its offer to amend the Agreement. This conclusion, however, does not end our inquiry. As noted above, a binding arbitration agreement, as with any contract, requires not only an offer but also an acceptance of that offer. Reitenour, 176 N.E.3d at 511. Whether Land accepted IUCU’s offer is the question we turn to next.
II. Land’s silence and inaction did not amount to assent.
IUCU argues that the terms of the Addendum gave Land “‘reason to understand that [her] assent may be manifested by silence or inaction.’” Appellee’s Br. at 36–37 (quoting Restatement (Second) of Contracts § 69(1)(b) (Am. L. Inst. 1981)). And the “course of dealing” between them, IUCU submits (referring to the existing Agreement and Disclosure), also “gave Land reason to know that her continued use of her accounts without opting out would constitute acceptance of a change in the Agreement.” Id. at 37 (quoting Restatement (Second) of Contracts § 69(1)(c)). For her part, Land acknowledges that “silence can, in limited circumstances, be used to show a party accepted and assented to an offer.” Appellant’s Br. at 23. But acceptance by silence, she insists, is the exception rather than the rule, and the circumstances here present no such exception. Id.
We agree with Land.
Section 69 of the Restatement (Second) of Contracts (on which Land and IUCU both rely) recognizes a party’s silence or inaction as acceptance in only three exceptional circumstances:
(a) Where an offeree takes the benefit of offered services with reasonable opportunity to reject them and reason to know that they were offered with the expectation of compensation.
(b) Where the offeror has stated or given the offeree reason to understand that assent may be manifested by silence or inaction, and the offeree in remaining silent and inactive intends to accept the offer.
(c) Where because of previous dealings or otherwise, it is reasonable that the offeree should notify the offeror if he does not intend to accept.
Restatement (Second) of Contracts § 69(1). [Footnote omitted.]
Here, IUCU explicitly notified Land that the failure to opt out of the arbitration Addendum within 30 days of receiving notice would bind her to the Addendum. But the “mere fact that an offeror states that silence will constitute acceptance does not deprive the offeree of his privilege to remain silent without accepting.” Id. § 69 cmt. c. Instead, IUCU must show that Land “in remaining silent and inactive intend[ed] to accept the offer.” See id. § 69(1)(b). Under the Restatement, the “case for acceptance is strongest” when the offeree’s “reliance is definite and substantial” or when the offeree’s “intent to accept is objectively manifested though not communicated to the offeror.” Id. § 69 cmt. c. Even assuming Land was aware of the offer to arbitrate (which she disputes), there’s no evidence of her “definite and substantial” reliance on the proposed arbitration Addendum. See id. In fact, by filing a class-action complaint with the trial court, Land’s actions point in the opposite direction.
We likewise find no objective manifestation of intent to accept through Land’s continued use of her checking accounts. To begin with, nothing in the Agreement or the Disclosure suggested that silence and continued use of the accounts would result in acceptance of any future modification to those original contracts. Cf. Heiges v. JP Morgan Chase Bank, N.A., 521 F. Supp. 2d 641, 647 (N.D. Ohio 2007) (holding that a customer’s use of the credit card bound him to the original agreement’s arbitration clause); Meyer v. Nat. City Bank, 903 N.E.2d 974, 976 (Ind. Ct. App. 2009) (holding that a customer assented to a credit card agreement where the agreement expressly stated that use of the card constituted acceptance and the customer in fact used the credit card); Weldon v. Asset Acceptance, LLC, 896 N.E.2d 1181, 1182, 1187 (Ind. Ct. App. 2008) (finding implied assent to arbitrate a dispute where customer repeatedly used his credit card and the original agreement contained an arbitration clause). Moreover, nothing in IUCU’s offer to amend those original contracts (in the form of the proposed arbitration Addendum) conditioned continued use of the accounts on acceptance of the Addendum. To the contrary, a member could “opt out” of the proposed agreement to arbitrate and continue to use the accounts without being bound by the Addendum. See App. Vol. 2, p. 127.
Finally, we find nothing in the record to indicate a “course of dealing” to give IUCU or Land any reason to understand that Land’s silence would constitute acceptance. [Footnote omitted.] IUCU points to the Disclosure that Land entered into when she first registered for online banking. Because the Disclosure informed Land that continued use of her accounts was an “acknowledgment” of her “inten[t] to be bound” by all agreements she had entered into, IUCU contends, Land knew that continued use of those accounts without opting out of the Addendum would result in acceptance of the agreement to arbitrate. Appellee’s Br. at 37. We disagree. When Land registered for online banking, IUCU required her to agree to the terms of the Disclosure by clicking “Accept.” App. Vol. II, p. 119. Rather than suggesting that Land’s silence would amount to acceptance, the parties’ previous dealings point in the opposite direction: the need for affirmative assent. [Footnote omitted.]
Conclusion
For the reasons above, we hold that, while IUCU provided Land with reasonable notice of its offer to amend the Agreement, Land’s subsequent silence and inaction did not amount to acceptance of the Addendum. Thus, with no enforceable agreement to arbitrate, we reverse the trial court and remand for further proceedings consistent with this opinion.
Rush, C.J., and Slaughter and Molter, JJ., concur.
Massa, J., dissents with separate opinion.
Massa, J., dissenting.
On the same day the Court of Appeals issued its opinion in this case, a different panel of that Court decided an almost identical case between Purdue Federal Credit Union and one if its members, coming out the other way. Neal v. Purdue Fed. Credit Union, 201 N.E.3d 253 (Ind. Ct. App. 2022), trans. not sought. Because I concur in the reasoning of that panel, and because I am concerned that today’s decision could upend long-accepted business practices of companies with large customer bases in Indiana — from Netflix to Citibank and thousands of smaller institutions in between — I respectfully dissent. The IU Credit Union provided Land an opportunity to opt out, without losing her banking privileges;1 all she had to do was send written notice within thirty days. Ante, at 3. The option was neither burdensome nor unreasonable, but the consequences of our decision today may turn out to be both.