implied

Contract Law/Legal ObligationsLegal glossary term

Legal Definition

In a legal context, 'implied' refers to an obligation or duty that is suggested by the written terms of a contract, even though it is not explicitly stated in the precise wording. It signifies an obligation derived from the context or surrounding circumstances rather than explicit enumeration.

Plain-English Translation

Imagine a rule where the written words don't say exactly what to do, but the situation suggests that doing something is the right thing to do. For instance, if the contract says 'deliver goods,' and the implied meaning is that the seller *must* deliver them by the deadline, even though the word 'deliver' doesn't explicitly state the exact time.

Context in Contracts

It matters because implied obligations can create binding duties for parties involved in a legal agreement, often filling gaps where specific terms are missing or ambiguous. It is crucial for interpreting the practical meaning of a contract beyond just the literal written words.

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01

Implied warranty of fitness for purpose (where the contract implies the goods must be suitable for a specific use).

02

An implied covenant of good faith and fair dealing, which is inferred from the general obligations under the contract.

Document context

How implied shows up in legal documents

What is it?

Implied refers to a duty or obligation that is suggested by the context of a legal document or contract, even when it is not explicitly stated in the precise wording. It establishes an obligation based on the surrounding circumstances or context rather than explicit enumeration within the text.

Why does it matter?

It matters because implied obligations can create binding duties for parties involved in a legal agreement, often filling gaps where specific terms are missing or ambiguous. It is crucial for interpreting the practical meaning of a contract beyond just the literal written words.

When does it matter?

It usually appears when a duty arises from the context of the agreement, such as implied warranties, implied covenants, or implied obligations arising from the structure or purpose of the legal document.

Where is it usually seen?

It is usually seen in contract clauses, statutory interpretations, and regulatory language where an obligation is inferred rather than explicitly stated. It appears in legal briefs, statutes, and regulatory compliance documents.

Who is affected?

The parties involved in a legal agreement (e.g., the contracting party) are affected because they must adhere to the implied obligations suggested by the contract's context, even if those obligations were not explicitly written down.

How does it work?

In practice, it works by analyzing the surrounding circumstances and the logical necessity of the terms to determine a legally binding obligation that exists beyond what is literally written in the text.

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