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.
Express Contracts can also be defined as a class of contract the term of which are expressed or stated in every clear modes, either under seal, in writing or orally. This is the usual way contract are made.
A contract is described as express when the terms of the contract are clearly stated. This is the usual position Y invites tenders from contractors for the building of a house, and invites one out of several tenders.
The contract is then awarded to the owner of that tender. All the material terms will usually be clearly spelt out in such an agreement, and the contract comes into existence after much correspondence and negotiation on price, duration of construction, materials to be used, etc.
However, in the case of implied contracts, the terms are not expressly stated. The court, in such circumstances, will normally construe the existence of a contract from the conduct of the parties rather from their words or correspondence. Yet to all reasonable men, his action implies that he will pay his fare, while the bus owner is obliged to carry him safely to his destination, provided it is on the route of that bus.
Thus, in the famous United Kingdom celebrated case of Brogden V. metropolitan Railway Co.; (1877) 2A.C.666 , the defendant was held bound by a contract between it and the plaintiff, in spite of the fact that the defendant failed to sign the document containing the contract. It was established in evidence that both parties had been acting on the terms of the unsigned contract over a reasonable period of time. The court held that “the conduct of the parties was explicable only on the assumption that both parties mutually approved the terms of the unsigned document.
See also the Nigerian case of Attorney General of Kaduna State & ors. V. Bassey Atta & Ors, were the appellate court in dismissing the appeal held that “an acceptance of an offer can be demonstrated by the conduct of the parties as well as by words and documents.
Implied Contracts – Express Contract
Implied Contracts can be entered into without the intent of one of the parties to complete a particular task or even enter into a contract, the law basically does not care about the party’s intent if the actions implied the existence of a contract.
Thus, the obligation to perform the job still exists. This is also known as implied by law.
An example of a contract that is implied by law may be if you loan some cloths to your friend Jill. Accidentally, however, some of the cloths you lent her actually belong to your other friend Anne. It is now going to be Jill’s responsibility to return Anne’s cloths to her.
Within the scope of implied contracts, there also exist those that are implied by fact. These are just as legally binding as an express contract, and they come about as the result of actions and circumstances; declared intentions.
An example of a contract implied by fact could be you asking for the fashion advice of a friend who is a personal stylist. You know what this friend does for a living and that she gets paid for her services. Should she then send you a bill after providing her professional advice, a court may decide that you need to pay that invoice, as you were seeking the advice of a professional personal stylist, even though a concrete contract had not been put in place.