Impliedinfact

Implied in fact contracts, commonly written as implied-in-fact contracts, are contracts formed by the parties' conduct rather than by explicit language or writing. The terms are inferred from the surrounding circumstances and the actions of the parties, rather than from a mutual written or spoken agreement.

For an implied-in-fact contract to exist, the parties must have demonstrated mutual assent through their conduct, such that a reasonable person would understand that a contract was formed. The conduct typically involves performance or acceptance of services or goods provided, with an expectation of payment or compensation. In practice, the key elements are a benefit conferred by one party, knowledge or awareness of the benefit by the recipient, and an expectation of compensation inferred from the circumstances.

Examples of implied-in-fact contracts include emergency medical treatment where a patient cannot consent, and the medical facility expects payment for reasonable value of the services. Another example is a patron who eats at a restaurant and, by consuming the meal, accepts the implied offer to pay the restaurant’s posted prices. Similarly, when a person asks a neighbor to mow the lawn and the neighbor performs the service, an implied contract to pay a reasonable amount may arise.

Implied-in-fact contracts are distinct from express contracts, where terms are stated in words or writing. They are also different from implied-in-law or quasi-contracts, which are obligations created by a court to prevent unjust enrichment when no contract exists. When proven, implied-in-fact contracts are enforceable like express contracts, with remedies for breach including damages or restitution.