An implied-in-fact contract is a form of an implied
contract
A contract is an agreement that specifies certain legally enforceable rights and obligations pertaining to two or more parties. A contract typically involves consent to transfer of goods, services, money, or promise to transfer any of thos ...
formed by non-verbal conduct, rather than by explicit words. The
United States Supreme Court
The Supreme Court of the United States (SCOTUS) is the highest court in the federal judiciary of the United States. It has ultimate appellate jurisdiction over all U.S. federal court cases, and over state court cases that turn on question ...
has defined "an agreement 'implied in fact'" as "founded upon a meeting of minds, which, although not embodied in an express contract, is
inferred, as a fact, from conduct of the parties showing, in the light of the surrounding circumstances, their tacit understanding."
Although the parties may not have exchanged words of agreement, their conduct may indicate that an agreement existed.
For example, if a patient goes to a doctor's appointment, the patient's actions indicate that they intend to receive treatment in exchange for paying reasonable/fair doctor's fees. Likewise, by seeing the patient, the doctor's actions indicate that they intend to treat the patient in exchange for payment of the bill. Therefore, it seems that a contract actually existed between the doctor and the patient, even though nobody spoke any words of agreement. (They both agreed to the same essential terms, and acted in accordance with that agreement. There was mutuality of
consideration
Consideration is a concept of English law, English common law and is a necessity for simple contracts but not for special contracts (contracts by deed). The concept has been adopted by other common law jurisdictions. It is commonly referred to a ...
.) In such a case, the court will probably find that (as a
matter of fact) the parties had an implied contract. If the patient refuses to pay after being examined, they will have
breached the implied contract. Another example of an implied contract is the payment method known as a
letter of credit.
Generally, an implied contract has the same legal force as an
express contract. However, it may be more difficult to prove the existence and terms of an implied contract should a dispute arise. In some
jurisdiction
Jurisdiction (from Latin 'law' and 'speech' or 'declaration') is the legal term for the legal authority granted to a legal entity to enact justice. In federations like the United States, the concept of jurisdiction applies at multiple level ...
s, contracts involving
real estate may not be created on an implied-in-fact basis, requiring the transaction to be in writing.
Unilateral contracts are often the subject matter of these types of contracts where acceptance is being made by beginning a specified task.
Potential conduct implying implied contract
* A prior history of similar agreements.
* When recipient accepts something of value knowing other party expects payment.
See also
*
Implied in law contract
*
Statute of frauds
References
Contract law
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