Express Contract

Overview

An express contract is an exchange of promises in which the terms by which the parties agree to be bound are declared either orally or in writing, or a combination of both, at the time it is made. 

Required Components

Whether oral or written, the contract must manifest a mutual intent to be bound expressed in a manner capable of being understood, and include a definite offer, unconditional acceptance, and consideration.

Distinguished from a Contract-Implied-in-Fact

A contract implied in fact consists of obligations arising from a mutual agreement and intent to promise where the agreement and promise have not been expressed in words.

An express contract and a contract-implied-in-fact both require mutual assent and a meeting of the minds. However, an express contract is proved by an actual agreement (either written or oral), and a contract-implied-in-fact is proved by circumstances and the conduct of the parties.

Further Reading

For more on express contracts, see this Florida State Law Review article, this University of Berkeley Law Review article,  and this Cleveland State University Law Review article