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Express and Implied Contracts


EXPRESS AND IMPLIED CONTRACTS. Contracts are further di vided into express and implied contracts.

Express contracts are those which are openly ut tered in detail, or are reduced to writing so that the terms are known to each of the contracting parties, as an agreement to sell stated goods at a stated price.

An implied contract, as we have seen in Section 404, arises when the parties have not openly stated the terms, but justice and honesty require that a contract should exist between them, as where one party has rendered the other service, or furnished him goods; here an implied agreement arises that the party bene fited is to repay the other what such services or goods are reasonably worth.

In general, the only distinction between express and implied contracts is in the mode of proof. An express contract is proved by evidence of the words used, and by a rule of evidence, when the words of the contract are in writing and definite, oral testimony will not be admitted to contravene or vary them. In implied con tracts the intention of the parties is determined by proving the facts and circumstances surrounding them, and adding those terms which justice and honesty re quire from parties in such circumstances. But when contracts are established in either of these ways, they are of the same validity and effect, and the conse quences of a breach are the same.

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