Implied Contracts

For an implied-in-fact contract to be established, several essential elements must be present: an offer made by one party, acceptance of that offer by the other party, a mutual agreement or “meeting of the minds” regarding the terms, and consideration, which involves something of value being exchanged between the parties. Unlike an express contract where terms are clearly stated and agreed upon in writing or verbally, an implied-in-fact contract is inferred from the actions, conduct, or circumstances of the parties involved. The existence and terms of such an agreement are demonstrated not through explicit communication but through the behavior and interactions of the parties. For instance, if one party consistently performs services for another with the expectation of payment, and the other party accepts these services, an implied-in-fact contract may be recognized. On the other hand, an implied-in-law contract, often referred to as a “quasi-contract,” arises not from the intention or conduct of the parties but from the circumstances. This type of contract is a legal construct imposed by the court to prevent unjust enrichment or to ensure fairness. The law creates the obligation as if a contract existed, even though no formal agreement was made. For example, if a person receives services or benefits that they did not explicitly agree to pay for but would be unjustly enriched if they did not, the court might impose an implied-in-law contract to require payment. This type of contract ensures that one party does not unfairly benefit at the expense of another, even in the absence of a mutual agreement.