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1. Implied Contract:

  • Definition: An implied contract is a legally enforceable agreement that arises from the conduct, actions, or circumstances of parties, rather than from explicit written or oral terms. In an implied contract, the terms and obligations are inferred or understood from the behavior, interactions, or relationships of the parties involved.
  • Characteristics:
    • Unspoken Agreement: An implied contract is not explicitly stated or documented but is understood and acknowledged based on the actions, behaviors, or interactions of parties.
    • Enforceable Obligations: Despite the absence of explicit terms, an implied contract creates legally enforceable rights, duties, and obligations for parties, fostering accountability and compliance with implied expectations.
    • Objective Understanding: The existence and terms of an implied contract are determined objectively based on the reasonable expectations, understandings, and interpretations of parties involved, considering the context, circumstances, and nature of their interactions.
  • Examples: Implied contracts may arise in various contexts, such as implied warranties in sales transactions, implied agreements in employment relationships, or implied terms in ongoing business dealings, where parties’ conduct, actions, or behaviors indicate mutual consent, understanding, and obligations.

2. Quasi-Contract (Contract Implied in Law):

  • Definition: A quasi-contract, also known as a contract implied in law, is not a true contract but a legal fiction created by courts to prevent unjust enrichment and ensure fairness and equity in situations where one party receives benefits or advantages at the expense of another party without a valid contract or agreement.
  • Characteristics:
    • Legal Remedy: A quasi-contract is not based on the mutual assent or agreement of parties but is imposed by law to provide a remedy, restitution, or recovery for unjust enrichment or benefits received unjustly at the expense of another party.
    • No Actual Agreement: Unlike true contracts, a quasi-contract does not require an actual agreement, consent, or intention of parties but is established based on the objective determination of benefits conferred, reliance, and fairness in the circumstances.
    • Equitable Principles: Quasi-contracts are grounded in equitable principles, fairness, and restitution, aiming to prevent unjust enrichment, inequity, or unfair advantages obtained by one party at the detriment or expense of another party without valid contractual arrangements.
  • Examples: Quasi-contracts may arise in various scenarios, such as situations involving mistaken payments, unauthorized benefits, or unjust enrichment, where courts may impose quasi-contractual obligations to restore or recover benefits, payments, or advantages conferred unfairly or unjustly.

implied contracts and quasi-contracts represent distinct concepts in contract law, reflecting different mechanisms for establishing and enforcing contractual rights, duties, and obligations. While implied contracts arise from the conduct, actions, or circumstances of parties, reflecting mutual consent, understandings, and obligations, quasi-contracts are imposed by law to prevent unjust enrichment, inequity, or unfair advantages, ensuring fairness, restitution, and recovery in situations lacking valid contractual arrangements. By understanding the characteristics and distinctions between implied contracts and quasi-contracts, parties can navigate, negotiate, and manage contractual relationships and obligations in accordance with applicable legal principles, standards, and considerations governing contracts and equitable remedies.