Contracts and Sales Multistate Bar Practice Exam

The distinction between express terms and implied terms in a contract is fundamentally rooted in how these terms are communicated and understood by the parties involved. Express terms are those that are explicitly stated in the contract, either in written or verbal form. This means that both parties have clearly articulated and agreed upon specific provisions, obligations, or rights within the contract. By being explicitly stated, these terms leave little room for ambiguity and provide a clear framework for what each party is expected to do or refrain from doing.

On the other hand, implied terms are not expressly stated within the contract but are understood to exist based on certain circumstances, common law, or statutory requirements. They arise from the nature of the agreement itself, the conduct of the parties, or general legal standards that govern the type of contract being formed. Implied terms fill in gaps where the express terms may not cover every possible situation, ensuring fairness and reasonableness in how the contract is executed.

In essence, the primary distinguishing feature of express terms is their clear and specific articulation within the contract, leading to a predictable and enforceable agreement between the parties. This clarity is crucial for the enforcement of the contract and understanding the rights and responsibilities it entails.