Contracts are essential for any business or personal transaction. However, a contract is not just a piece of paper with terms and conditions, but it is a legal agreement that binds the parties involved. Contracts are usually drafted with explicit terms that are agreed upon by the parties involved, but sometimes there may be terms that are left unsaid or not explicitly written. These are known as implied terms.

Implied terms are not explicitly stated in a contract, but they are understood or inferred to be part of the agreement. These terms are not written down but are assumed to exist, and their existence is necessary to give meaning to the agreement.

There are several reasons why implied terms are required for contracts, and here are a few:

1. Fill the Gaps

Contracts are usually written with specific terms and conditions, but there may be gaps that need to be filled. Implied terms help to fill these gaps by providing clarity on ambiguous terms and conditions. For example, if the contract mentions that the delivery of goods will be done “as soon as possible,” an implied term could be added stating that delivery should occur within a reasonable time frame.

2. Business Practice

Implied terms can be assumed based on business practice and industry norms. These terms are not explicitly stated in the contract, but they are understood to be part of the agreement. For example, in a construction contract, the industry norm may dictate that the contractor should provide materials of a certain quality. This term may not be explicitly written in the contract but is understood to be part of the agreement.

3. Statutory Requirements

In some cases, implied terms may be necessary to comply with statutory requirements. For example, in employment contracts, it may be necessary to include implied terms relating to employee rights and obligations. These terms would be necessary to comply with statutory requirements, even if they are not explicitly stated in the contract.

4. Conventions and Customs

Implied terms can also be based on conventions and customs. These are informal rules and practices that are widely accepted in a particular industry or community. For example, in the sale of goods, the convention may dictate that the seller includes a warranty that the goods are fit for their intended purpose.

In conclusion, implied terms are an essential part of contracts as they help to fill gaps, comply with statutory requirements, and follow industry norms, customs, and conventions. Understanding implied terms is important for anyone involved in drafting or signing a contract, as they can affect the rights and obligations of the parties involved. As a copy editor, it`s essential to ensure that implied terms are correctly understood, and that the contract is clear and precise in its terms and conditions.