An implied contract in UK law is a type of contract that is not expressly agreed upon by both parties, but is instead inferred from their conduct and actions. This type of contract is often contrasted with an express contract, which is one that is explicitly agreed upon in writing or through speech.

What is an Implied Contract?

An implied contract can be formed in a variety of ways. For example, it may arise from the parties` behavior, such as when goods or services are provided without a formal written agreement. In such cases, the court may infer that a contract exists based on the parties` actions and conduct.

Another way an implied contract can be formed is through custom and practice. Where parties have a long-standing relationship, a court may infer that certain practices or customs have formed an implied agreement between the parties.

What are the Key Elements of an Implied Contract?

To establish the existence of an implied contract, certain key elements must be present:

1. Conduct or behavior: There must be a clear demonstration of conduct or behavior that is consistent with the agreement being implied.

2. Intent: There must be an intention to create a legally binding contract.

3. Mutual agreement: Both parties must have agreed to the terms of the contract, either explicitly or implicitly.

4. Consideration: There must be an exchange of something of value, such as goods or services, in return for the agreement.

How is an Implied Contract Enforced?

Implied contracts are enforced in the same way as express contracts. If one party breaches the terms of the contract, the other party may be entitled to remedies such as damages or specific performance.

The key difference between an implied contract and an express contract is the evidence necessary to prove the existence of the contract. In an express contract, the terms are set out in writing or through speech, while in an implied contract, the terms are inferred from the parties` behavior and conduct.


In conclusion, an implied contract in UK law is a type of contract that is inferred from the parties` conduct and actions, rather than being expressly agreed upon. It is essential to understand the elements necessary for creating an implied contract, and how it is enforced, to ensure that business arrangements are legally binding and enforceable.