implied conditions CASES

In English contract law, an implied condition is a contractual condition that is not expressly stated but is treated as part of the contract and regarded as fundamental to its performance.

Definition and principles

An implied condition arises by operation of law, most commonly through statute or established common law rules. While all conditions are terms of a contract, a condition is distinguished by its importance: it goes to the root of the contract. The fact that a condition is implied relates to how the term arises, not its legal effect.

Implied condition and implied term

An implied term is any contractual term that is not expressly agreed but is read into the contract by law, fact, or custom. An implied condition is a specific type of implied term that is classified as a condition because of its fundamental nature. Not all implied terms are conditions; some are warranties or innominate terms depending on their significance.

Common examples

Examples include statutory obligations that goods will correspond with their description or be of satisfactory quality, where breach gives the buyer a right to reject the goods. In employment contracts, certain implied obligations may also amount to conditions if they are sufficiently central to the contractual relationship.

Legal implications

Where an implied condition is breached, the innocent party is entitled to terminate the contract and claim damages. This is in contrast to breach of an implied warranty, which gives rise only to a claim in damages, and breach of an implied innominate term, where the remedy depends on the seriousness of the consequences.

Practical importance

Implied conditions play an important role in protecting parties where key contractual obligations have not been expressly set out. They provide certainty in standard transactions and help ensure that fundamental expectations are legally enforceable.