What Is the Difference Between Implied and Express Contract?
One difference between the two is that in an express contract, words are used to bring the contract to fruition while in an implied contract, it's actions.3 min read
2. More on Implied Contracts
The difference between implied and express contract is essentially as follows:
- An express contract is one in which the terms and conditions are spelled out in the contract, either verbally or in writing. Once an express contract has been established and agreed upon, an identical implied contract cannot exist.
- An implied contract is one in which the terms and conditions are inferred by the actions of the parties involved.
In an express contract, words, either written or verbal, are used to bring the contract to fruition, whereas an implied contract comes into existence as the result of actions. Sometimes, the age-old expression, “actions speak louder than words” has a lot of weight.
Either type of contract is viewed as legally binding insofar as the courts are concerned, as any contract is one that has been entered into willingly, by the involved parties via an offer and acceptance. With that said, it is obviously much easier to define and then enforce an express contract, particularly one that is in writing, as opposed to an implied contract.
More on Express Contracts
Express contracts are probably the ones we most commonly think of. An example of an express contract may be if you hire a website designer to design your business’s website. The terms and conditions are spelled out, including details such as deadlines and payment dates, both parties agree and sign the contract, and the work on building your new website begins.
More on Implied Contracts
While an implied contract can be entered into without the intent of one of the parties to complete a particular task or even enter into a contract, the law basically does not care about the party’s intent if the actions implied the existence of a contract. Thus, the obligation to perform the job still exists. This is also known as implied by law.
An example of a contract that is implied by law may be if you loan some clothes to your friend Jill. Accidentally, however, some of the clothes you lent her actually belong to your other friend Anne. It is now going to be Jill’s responsibility to return Anne’s clothes to her.
Another example of a contract that is implied by law may be if you are often hired to mow the laws of many of your neighbors. Let’s assume that you are in high demand, and you sometimes lose track of whose lawn you are supposed to mow when, or even which specific people have asked you to come and cut their grass. As such, you then mow the lawn for Mr. Jones, by mistake, and when you go to obtain your payment, he refuses, since he never actually asked you to mow his lawn. A court could decide that even though you were erroneous in thinking that Mr. Jones had hired you, he still should not be able to receive those services for free; a court may insist that Mr. Jones still pay you. (While probably also making you see the importance of better record-keeping!)
Within the scope of implied contracts, there also exist those that are implied by fact. These are just as legally binding as an express contract, and they come about as the result of actions and circumstances; declared intentions.
An example of a contract implied by fact could be you asking for the fashion advice of a friend who is a personal stylist. You know what this friend does for a living and that she gets paid for her services. Should she then send you a bill after providing her professional advice, a court may decide that you need to pay that invoice, as you were seeking the advice of a professional personal stylist, even though a concrete contract had not been put in place.
Implied contracts are sometimes also referred to as quasi-contracts. Even though they actually lack the mutual consent that typically required to consider a contract valid, the courts will often uphold them as a means of ensuring that one party is not being treated unjustly or taken advantage of by another party.
If you need help with the differences between express and implied contracts, you can post your legal need on UpCounsel’s marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.