Implied Terms

The terms of a contract include express and implied promises, conditions, provisos and presuppositions that bind the parties. Contracts often have "gaps" in them, either intentionally or unintentionally left that way by the parties. This exercise considers how courts supply terms to fill those gaps both at common law and under the UCC.

Learning Outcomes

On completion of the lesson, the student will be able to:

1. Distinguish between interpretation and implication.
2. Explain when a common law court will imply terms.
3. Give examples of how the UCC gap fillers are used to complete contracts.