Implied Terms in English Contract Law

Implied Terms in English Contract Law

Richard Austen-Baker

Implied Terms in English Contract Law is a unique book dedicated to stating the law of England and Wales regarding the implication of terms into contracts. The law on this important subject is stated systematically and in detail, with the benefit of close analysis of the leading cases on implication at common law, by statute, by custom, trade usage, course of dealing and in fact.

Chapter 1: Introduction

Richard Austen-Baker

Subjects: law - academic, commercial law, law of obligations

Extract

GENERAL 1.01 The content of an agreement consists in its terms, express and implied. Even a contract made in writing, purporting to contain all its terms within the four corners of the document is likely, on careful examination, to be found to contain implied as well as express terms. Any contract of sale, for example, will contain such terms as are implied by the Sale of Goods Act 1979, unless expressly excluded (and even then, the exclusion may be held invalid). In an oral contract, whether or not subsequently evidenced in writing, or a part-oral, part-written contract, many of the terms are likely to be implied terms. In British Crane Hire Corp Ltd v. Ipswich Plant Hire Ltd,1 the whole contents of a written standard hire contract were implied into the oral contract for hire of a piece of machinery. It is obvious, then, that an understanding of implied terms is essential to an understanding of the contents of a contract and, therefore of what amounts to breach and how damages should be calculated. 1.02 This book aims to set out in some detail the law of England and Wales on implication of terms in contracts. An attempt is made later in this chapter to trace the origins of implied terms in English law, while in Chapter 2 we discuss the theoretical context of implication of terms, before turning to the detail of the various aspects of the doctrine in Chapters 3 to 7, with a detailed consideration of...