Breach of Contract Implied Terms: What You Need to Know

A breach of contract occurs when one party fails to comply with the terms of a mutually agreed-upon agreement. Contracts can be written or oral, but regardless of their form, they contain terms that all parties must adhere to. Among these terms are express terms, which are explicitly stated in the contract, and implied terms, which are not but are nevertheless understood by the parties.

Implied terms are typically those that are necessary for the contract to function as intended or to give effect to the parties’ intentions. They are not expressly stated but are instead inferred from the circumstances surrounding the agreement. For example, if you hire a contractor to build a house, it is implied that the builder will use reasonable skill and care in completing the work.

When a party breaches an implied term of a contract, it can be just as serious as breaching an express term. However, identifying an implied term can be more complicated than identifying an express term, as it often requires an understanding of the context in which the agreement was made. In general, courts are more willing to imply terms into contracts where it is necessary to do so to give effect to the parties’ agreement.

There are two types of implied terms: terms implied in fact and terms implied in law. Terms implied in fact are terms that the parties would have agreed to had they thought to include them in the contract. For example, if you hire a painter to paint your house, it is implied that the painter will use paint that is suitable for the job. This is a term that the parties would likely have agreed to had they thought about it, but it was not expressly stated in the contract.

Terms implied in law, on the other hand, are terms that are implied by the courts themselves, regardless of the parties’ intentions. For example, in every contract for services, it is implied that the provider will carry out the work with reasonable care and skill.

In order to bring a claim for breach of an implied term, the party must show that the term was breached and that the breach caused them loss or damage. This can be a complex and time-consuming process, as it often involves proving what the parties intended or understood at the time the contract was made.

If you are entering into a contract, it is important to be aware of the implied terms that may apply, as well as any express terms. You should also consider seeking legal advice to ensure that all necessary terms are included and that the contract is clear and unambiguous.

In conclusion, a breach of an implied term can be just as serious as a breach of an express term. Implied terms are those that are necessary for the contract to function as intended or to give effect to the parties’ intentions. There are two types of implied terms: terms implied in fact and terms implied in law. If you are entering into a contract, it is important to be aware of the implied terms that may apply and to seek legal advice if necessary.