Understanding Contracts and Implied-In-Fact Contracts

Posted by Catherine Chukwueke | Apr 30, 2024

Contracts play a pivotal role in defining legal obligations and agreements between parties. To be legally binding, a contract must meet specific criteria, including clarity in its terms, an exchange of value, and mutual agreement.

Contract Elements:

  1. Clear Terms: The contract's terms must be sufficiently precise for both parties to understand their respective obligations.
  2. Exchange of Value: Both parties must agree to exchange something of value, which can include promises to perform certain actions or refrain from others.
  3. Mutual Agreement: There must be mutual consent between the parties regarding the terms of the contract.

Implied In Fact Contracts:

Implied in fact contracts are created through the conduct and actions of the parties involved, rather than through explicit agreements or written documents. Despite the absence of formalities, these contracts are legally enforceable.


Imagine Phil regularly delivers fresh produce to Frank's restaurant every Monday morning. Although they have never explicitly discussed the terms of their arrangement, Frank consistently accepts and pays for the deliveries. This ongoing conduct establishes an implied-in-fact contract between them, where Phil agrees to deliver the produce, and Frank agrees to accept and pay for it.

In essence, implied-in-fact contracts underscore the importance of parties' conduct and relationships in forming legally binding agreements.

If you have questions about contracts, including drafting and revising contracts, contact the Law Office of Catherine Chukwueke and schedule a consultation. We are here to assist you with all your contract-related inquiries and ensure your legal needs are met effectively.

Disclaimer: This article has been prepared and published for informational purposes only and is not offered, nor should be construed, as legal advice.

About the Author

Catherine Chukwueke

Catherine (“Cathy”) Chukwueke is the Owner and Principal Attorney of the Law Office of Catherine Chukwueke, a law firm focusing on labor and employment matters and workplace investigations. Ms. Chukwueke is passionate about helping people who have been mistreated in the workplace.

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