Implied Terms Definition Contract Law
In contract law, implied terms are terms that are not explicitly stated in written or verbal contracts, but are inferred from the circumstances surrounding the agreement. These terms are legally binding and carry the same weight as express terms.
Implied terms can be categorized into two types: terms implied by law and terms implied by fact. Terms implied by law are those that are automatically implied by statute or common law, while terms implied by fact are those that are implied based on the particular circumstances of the contract.
Terms implied by law are generally classified as either conditions or warranties. Conditions are crucial elements of the contract and are so important that their breach gives rise to the right to terminate the contract. Warranties, on the other hand, are secondary elements of the contract, and a breach of warranty only entitles the non-breaching party to damages.
In contrast, terms implied by fact are more flexible, and their existence depends on the specific facts surrounding the contract. These terms are often inferred from the conduct of the parties, course of dealing between parties, or industry customs and practices.
Examples of implied terms in a contract include terms related to quality, fitness for purpose, and confidentiality. For instance, a customer buying a car from a dealer expects the car to be fit for regular use, even though this expectation may not be explicitly stated in the contract. Similarly, an employee signing an employment contract expects that their personal information will be kept confidential by their employer, even if this expectation is not explicitly mentioned in the contract.
In conclusion, implied terms in contract law are an essential aspect of contract negotiations. They provide clarity to the parties and ensure that the expectations of both parties are met. As such, it`s important to understand the implied terms that may apply to your particular contract and to ensure that they`re appropriately reflected in the final agreement.