Express contract vs implied contract
An interesting question that we must tackle is to understand what is the difference between express and implied contracts?
Express contracts are contracts where the parties have expressed in unambiguous the terms by which they agree to be bound.
Implied contracts or an implied-in-fact contract is a legally formed contract where the contracting parties have not clearly manifested their agreement to be bound by its terms.
The acceptance or manifestation of the parties’ acceptance is factually implied.
Where an express contract can be formed either in writing or orally, an implied contract is formed without a written document.
The circumstances of the parties, their actions and behaviour can lead a court to conclude that the parties are clearly obligated towards one another in a contract.
For example, if you go to a restaurant, sit down at a table, order from their menu and eat your meal.
During this entire time, you did not enter into an express contract with the restaurant owner.
However, through your actions, you are clearly bound to pay the price of what you consumed.
A quasi-contract is an obligation imposed by law to prevent a person from taking advantage of another or unjust enrichment.
A quasi-contract is an obligation created by a judge or by the operation of the law on a person in favour of another even though the parties did not enter into a contractual relationship.
The creation of a quasi-contract is irrespective of the intention of the parties to enter into a contract or not.
You can consider a quasi-contract to be a fictional contract.
On the other hand, an express contract is one where the parties had a clear intention to enter into a contract.
Also, their intention to be bound by the contract is clearly communicated.
To better understand express contracts, let’s look at a few examples.
We’ll look at an example of a written express contract and an oral written contract.
You are looking to hire a contractor to renovate your kitchen.
Before actually hiring the contractor, you’ll probably negotiate the scope of the renovation, cost and timelines.
Once you reach an agreement, the contract takes out a contract, outlines the content of your agreement in terms of scope of the project, costs and timelines and you both sign the contract.
This is an express contract.
How come?
Because your agreement with the contractor is explicitly spelled out in the contract and you have both expressed your clear intention to be bound by the contract by signing it.
You are looking to sell your computer to buy a new one.
You list your computer online for sale.
A person shows up at your house to negotiate the price of your computer.
After some negotiations, you agree to sell your used computer for $500.
You just entered into an oral express contract.