When two parties enter into a contract, they agree to certain terms and conditions that govern their relationship. These terms can be expressed explicitly in the contract or implied by law or custom. In this article, we will discuss the difference between express and implied terms of contracts and provide examples of each.

Express Terms

Express terms are those that are specifically agreed upon by the parties in a written or verbal contract. These terms are usually set out in a specific clause or section of the contract. An express term can be a condition, warranty or an innominate term.

A condition is an essential term of a contract. If a condition is not fulfilled, it can allow the aggrieved party to terminate the contract and seek damages. For example, if a construction company is contracted to build an apartment complex, a condition may be that the work is completed by a specific date. If the construction company fails to meet this deadline, the property owner may have the right to terminate the contract and sue for damages.

A warranty is a term that is not essential to the contract, but if it is breached, it may entitle the aggrieved party to sue for damages. For example, in the same construction contract, a warranty may be that the work will be completed to a certain standard of quality. If the construction company breaches this warranty, the property owner may have the right to sue for damages.

An innominate term is a term that does not fit into the category of a condition or warranty. This type of term requires the court to examine the seriousness of the breach to determine the appropriate remedy. For example, if a computer manufacturer agrees to deliver a computer to a customer on a specific date, but it is delivered a few days late, the innominate term will apply. The court may award damages based on the inconvenience caused to the customer by the late delivery.

Implied Terms

Implied terms are those that are not explicitly stated in the contract but are deemed to be included by law or custom. These terms can be categorized into two types; terms implied by statute and terms implied by common law.

Terms implied by statute are terms that are deemed to be included in the contract by virtue of legislation. These terms are usually intended to protect the weaker party in the contract. For example, the Sale of Goods Act implies a term in contracts for the sale of goods that the goods will be of satisfactory quality.

Terms implied by common law are terms that are implied by custom or precedent. These terms are usually inserted in contracts to give effect to the presumed intention of the parties. For example, in contracts for the sale of land, it is implied that the seller has the right to sell the land and that the buyer will receive quiet enjoyment of the land.

Conclusion

In conclusion, express and implied terms of contracts are important to understand for any person entering into a contract. Express terms are those that are explicitly stated in the contract and can be categorized into conditions, warranties, and innominate terms. Implied terms, on the other hand, are not explicitly stated but are deemed to be included by law or custom and can be categorized into terms implied by statute or common law. Understanding these distinctions can help ensure that parties to a contract have a clear understanding of their rights and obligations.