Implied-in-Fact Contract

In one sentence

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

Plain English

An implied-in-fact contract is created when the parties' actual behavior shows they intended to make a deal, even though they never explicitly agreed in words. A court will look at what each party did, what they said, and the context of their relationship to figure out whether a reasonable person would believe they made a contract. The key is that both parties acted as if they were bound—they just didn't spell it out.

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Example

A plumber arrives at your house after you called requesting an estimate. He inspects your pipes, discusses the work needed, and starts fixing them. You never discussed price, but by allowing him to work and not objecting, an implied-in-fact contract forms where you'll pay his reasonable rate.

Used in a sentence

“The implied-in-fact contract was established when the consultant began work after the client's request and the client accepted the services.”

Related terms

Implied Contract

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

Implied-in-Law Contract

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

Quasi-Contract

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

Mutual Assent

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

Express Contract

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

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.