When it comes to drafting and interpreting a contract, understanding the difference between express and implied terms is crucial. These two terms refer to the ways in which the parties to a contract communicate their intentions and expectations. Here, we’ll explore what the main difference between express and implied terms is and why it matters.
Express Terms
Express terms are those that have been explicitly agreed upon by the parties and are written or spoken in the contract. These terms can be found in the body of the contract, or in a separate document that is incorporated by reference. In general, express terms are those that are negotiated and agreed upon by the parties prior to signing the contract.
For example, a contract for the purchase of a car might include an express term stating that the car will be delivered on a particular date and at a specific location. Another express term might specify the total purchase price and the payment schedule.
The benefit of express terms is their clarity and specificity. Because these terms are written or spoken explicitly, there is less room for confusion or misunderstanding about the obligations of each party. This can help prevent disputes down the line and make it easier to enforce the contract if necessary.
Implied Terms
Implied terms, on the other hand, are those that are not explicitly stated in the contract but are instead inferred based on the circumstances surrounding the contract or the parties’ actions. These terms are not specifically agreed upon by the parties, but are instead assumed to be part of the contract based on what is reasonable and necessary in light of the circumstances.
For example, in the purchase of a car, there may be an implied term that the car is fit for purpose and does not have any defects that would make it unsafe or unusable. This term would not need to be written explicitly in the contract because it is assumed to be part of any contract for the sale of goods.
The benefit of implied terms is that they make contracts more flexible and adaptable. They allow for the parties to adapt to changing circumstances and make adjustments to the contract as needed without having to renegotiate every detail.
The Main Difference Between Express and Implied Terms
The main difference between express and implied terms is that express terms are those that are explicitly agreed upon by the parties and are written or spoken in the contract, whereas implied terms are those that are not explicitly stated but are instead inferred based on the circumstances surrounding the contract or the parties’ actions.
Understanding the difference between express and implied terms is important because it can have a significant impact on the interpretation and enforcement of a contract. When negotiating and drafting a contract, care should be taken to ensure that all important terms are included as express terms. At the same time, parties should be aware of the potential for implied terms to arise and take steps to avoid any misunderstandings or disputes that may arise from such terms.
In conclusion, both express and implied terms are important components of any contract. While express terms provide clarity and specificity, implied terms offer flexibility and adaptability. By understanding the difference between these two types of terms, parties can ensure that their contracts are drafted and interpreted in a way that meets their needs and expectations.
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