Contract implied in fact

Definition

Consists of obligations arising from a mutual agreement and intent to promise where the agreement and promise have not been expressed in words.  Such contracts are implied from facts and circumstances showing a mutual intent to contract, and may arise by the conduct of the parties.  A contract implied in fact is a true contract.

Overview

The absence of an express contract does not foreclose the possibility of a contractual relationship because the parties may create an implied contract by their acts and conduct.  A contract may not be implied where an enforceable express contract exists between the parties as to the same subject matter. 

To establish the existence of an implied in fact contract, it is necessary to show:  an unambiguous offer, unambiguous acceptance, mutual intent to be bound, and consideration.  However, these elements may be established by the conduct of the parties rather than through express written or oral agreements.  

 

 

 

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