What is the difference between implied-in-fact and implied-in-law contracts?

An implied-in-fact contract is a real agreement shown through conduct. An implied-in-law contract (quasi-contract) is a legal remedy created by courts to prevent unjust enrichment, even when no actual agreement existed.

Is an implied contract as enforceable as a written contract?

Yes, implied contracts are legally enforceable, but they are harder to prove because there is no written documentation of the specific terms the parties agreed to.

Implied Contracts: Agreements Without Written Words

Q: What is an implied contract?

An implied contract is a legally binding agreement formed through the conduct and circumstances of the parties rather than explicit written or spoken words.

What Is an Implied Contract?

An implied contract is a legally binding agreement created through the actions, conduct, or circumstances of the parties rather than through explicit written or spoken words. The law recognizes that some agreements exist even without formal documentation because the parties' behavior demonstrates mutual assent.

Two Types of Implied Contracts

Implied-in-Fact

An implied-in-fact contract arises from the conduct and circumstances of the parties, showing an unspoken agreement. All the standard elements of a contract exist (offer, acceptance, consideration), but they are demonstrated through actions rather than words.

Example: You sit down at a restaurant, order food, and eat it. No one signed a written agreement, but your conduct creates an implied-in-fact contract to pay for the meal.

Implied-in-Law (Quasi-Contract)

An implied-in-law contract is not a true contract but a legal fiction created by courts to prevent unjust enrichment. It applies when one party received a benefit from another and it would be unfair to let them keep it without paying.

Example: A doctor provides emergency treatment to an unconscious patient. No agreement was formed, but the law implies an obligation to pay for the medical services.

How Courts Determine an Implied Contract Exists

The circumstances suggest both parties understood they were entering an arrangement
One party provided goods or services with the expectation of compensation
The other party had the opportunity to reject but accepted the benefit
Not compensating the performing party would result in unjust enrichment

Express vs. Implied Contracts

An express contract spells out the terms explicitly (written or verbal). An implied contract is inferred from behavior. Both are equally enforceable, but implied contracts are harder to prove because there is no written record of the specific terms.

When to Consult a Lawyer

Consider consulting an attorney if you believe an implied contract exists and you need to enforce it, or if someone is claiming you owe them under an implied agreement.

This article is for informational purposes only and does not constitute legal advice. Consult a licensed attorney for guidance specific to your situation.