CONTRACT LAW REVIEW NOTES
IMPLIED TERMS
- Implied terms are terms that are not expressly stated in a contract but
are nonetheless understood to be included based on various factors such
as custom, usage, or the parties' intentions.
- In UK contract law, implied terms are an important aspect of contract
interpretation and can have a significant impact on the rights and
obligations of the parties involved.
Types of Implied Terms:
- Terms Implied by Law: These are terms that are automatically included
in all contracts by operation of law. For example, the duty of good faith
and the duty to perform the contract with reasonable care and skill.
- Terms Implied by Fact: These are terms that are inferred by the courts
based on the specific circumstances surrounding the contract. This may
include terms implied through custom or trade usage.
- Terms Implied by Custom or Trade:
- Custom: Implied terms based on a longstanding and widely recognized
practice within a particular industry or geographical area.
- Trade: Implied terms based on the usual practices and expectations of
parties engaged in a specific trade or business.
The Test for Implying Terms:
- In UK contract law, the courts will imply terms into a contract if they are
necessary to give business efficacy to the contract or if they reflect the
parties' intentions.
- The courts will also consider whether the implied term is so obvious
that it goes without saying or whether it is necessary to achieve the
parties' objective.
- The courts will not imply terms if they contradict the express terms of
the contract or if they are inconsistent with the parties' intentions.
The Implied Terms Act 1999:
- The Implied Terms Act 1999 codifies the common law principles related
to implied terms in contracts.
- The Act provides guidelines for when terms should be implied in a
IMPLIED TERMS
- Implied terms are terms that are not expressly stated in a contract but
are nonetheless understood to be included based on various factors such
as custom, usage, or the parties' intentions.
- In UK contract law, implied terms are an important aspect of contract
interpretation and can have a significant impact on the rights and
obligations of the parties involved.
Types of Implied Terms:
- Terms Implied by Law: These are terms that are automatically included
in all contracts by operation of law. For example, the duty of good faith
and the duty to perform the contract with reasonable care and skill.
- Terms Implied by Fact: These are terms that are inferred by the courts
based on the specific circumstances surrounding the contract. This may
include terms implied through custom or trade usage.
- Terms Implied by Custom or Trade:
- Custom: Implied terms based on a longstanding and widely recognized
practice within a particular industry or geographical area.
- Trade: Implied terms based on the usual practices and expectations of
parties engaged in a specific trade or business.
The Test for Implying Terms:
- In UK contract law, the courts will imply terms into a contract if they are
necessary to give business efficacy to the contract or if they reflect the
parties' intentions.
- The courts will also consider whether the implied term is so obvious
that it goes without saying or whether it is necessary to achieve the
parties' objective.
- The courts will not imply terms if they contradict the express terms of
the contract or if they are inconsistent with the parties' intentions.
The Implied Terms Act 1999:
- The Implied Terms Act 1999 codifies the common law principles related
to implied terms in contracts.
- The Act provides guidelines for when terms should be implied in a
