Also known as: promises implied in fact · implied-in-fact promise · implied in fact promises · implied promise · implied-in-fact contract
Written by attorneys · grounded in primary & secondary sources — see below
A promise inferred from the parties' conduct and the circumstances of their transaction rather than from explicit words. The law treats the implied promise the same as an express promise when determining formation, performance, and the rights of successors after a transfer.
Select any source to read its text and confirm it supports the definition.
Ridgeway College leased classrooms to NightStar Tutoring under a written lease silent on services. For three years Ridgeway supplied evening security and cleaning while NightStar scheduled classes and set prices expecting those services. Ridgeway sold the building to Apex Education. Apex cut the services. NightStar's assignee sued Apex for breach. The court found an implied promise arising from the original transaction and held Apex bound as successor.
Lucy granted Wood exclusive rights to market her designs for at least one year. Wood invested time and resources in the agency without any written promise from Lucy to use reasonable efforts. When Lucy placed her own endorsements, Wood sued for breach. The court held that the grant of exclusivity and surrounding circumstances supported an implied promise by Lucy to cooperate, creating an enforceable contract.
Interactive Data hired Foley under an agreement that mentioned termination only for cause in its handbook. Foley performed for years without any express statement that the handbook terms were contractual. When the company fired him without cause, Foley sued. The court examined the parties' conduct and course of dealing to decide whether an implied promise limited termination rights.
Nexxus granted Sally Beauty an exclusive distributorship. Sally Beauty later assigned the contract to a competitor of Nexxus. Nexxus refused to continue supplying the assignee. Sally Beauty sued. The court looked to the original parties' conduct and circumstances to determine whether an implied promise limited assignment to non-competitors.
Mrs. Beman devised property to her husband on the condition that he pay a sum to her niece. The husband accepted the devise but later refused payment. The niece sued the estate. The court held that the husband's acceptance of the conditioned devise created an implied promise enforceable by the intended beneficiary.
Sue Ann Watts and James Watts lived together for twelve years, jointly operating a business and acquiring assets. Sue Ann contributed labor and funds without any written agreement. After separation she sought an accounting and division of property. The court examined the parties' conduct and course of dealing to decide whether an implied promise supported her claims.
A court examines the landlord's prior conduct, the tenant's reliance, and the overall circumstances of the lease transaction. When those facts show the service formed part of the bargain, an implied promise arises and receives the same treatment as an express covenant for purposes of successor liability.
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…of all the profits resulting from the plaintiff’s efforts. Unless he gave his efforts, she could never get anything. Without an implied promise, the transaction cannot have such business “efficacy as both parties must have intended that at all events it should have” (Bowen, L. J., in The Moorcock , 14 P. D. 64, 68). But the…
…strict products liability cause of action was not viable but that defendant should nevertheless be held liable for breach of its implied promise
…that the parties are not married; (3) the plaintiff is entitled to damages for defendant’s breach of an express contract or an
…promise to plaintiff and not because close relationship or moral obligation sustained the contract
Yes. Once an implied promise is found from the facts and circumstances of the lease transaction, the law treats it identically to an express promise. The burden and benefit therefore run with the land to the purchaser of the reversion and to the assignee of the leasehold.
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Yes. Mutual assent may be manifested by conduct even when no identifiable offer and acceptance can be pinpointed. Courts infer an implied promise when the parties' actions demonstrate agreement to the essential terms of the exchange.
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The assignee's acceptance of the broad assignment carries an implied promise to perform the assignor's remaining duties. That promise is enforceable by the other original party to the contract.
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No. An implied promise arises from objective manifestations of assent through conduct and surrounding circumstances. No signed writing or spoken words are necessary when the parties' behavior demonstrates agreement.
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