Implied Contract

In one sentence

A contract where the parties' intent to be bound is shown by conduct rather than explicit words.

Plain English

An implied contract is created when the parties' actions show they intend to be bound, even though they never explicitly say so. The contract is inferred from what they do and the circumstances around their dealings. Courts look at the conduct of both parties to determine whether a reasonable person would conclude they agreed to be bound by certain terms. This type of contract can be either implied-in-fact (based on the parties' actual conduct) or implied-in-law (imposed by courts to prevent unfairness).

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Example

You walk into a coffee shop, order a latte, and hand the barista cash. Neither of you says 'I agree to sell you coffee for $5,' but your actions create an implied contract—you're buying the coffee and they're selling it.

Used in a sentence

“The court found an implied contract existed between the parties based on their course of dealing over several years.”

Related terms

Implied-in-Fact Contract

A contract inferred from the parties' conduct and the circumstances of their dealings.

Implied-in-Law Contract

A court-imposed obligation to prevent unjust enrichment when no actual contract exists.

Express Contract

A contract where the parties clearly state all terms, either in writing or orally.

Mutual Assent

Both parties agree to the same contract terms at the same time.

Quasi-Contract

A court-imposed obligation to pay for benefits received, used to prevent unjust enrichment.

Offer

A proposal to enter into a binding agreement on specific terms.

Acceptance

Agreeing to the exact terms of an offer, creating a binding contract.

Consideration

Something of value exchanged by each party to make a contract binding.

This page is a plain-English reference and is not legal advice. Laws vary by jurisdiction and change over time. For specific situations consult a licensed attorney.