When it comes to contracts of sale, the terms that are explicitly stated are not the only ones that are legally binding. Implied terms play an important role in these agreements as well.
Implied terms are not stated in the contract, but rather are inferred from the circumstances surrounding the agreement. These terms are generally considered necessary to give the contract of sale its full effect. While not every contract of sale will have the same implied terms, there are a few that are commonly accepted.
One of the most common implied terms in a contract of sale is the warranty of title. This means that the seller guarantees that they have legal ownership of the item being sold and that no other parties have a claim on it. If the seller cannot prove that they have clear ownership of the item, the buyer may be entitled to damages or even a rescission of the contract.
Another implied term in a contract of sale is the warranty of quality. This means that the item being sold is fit for its intended purpose and is of a reasonable quality. This applies to both goods and services, and includes both express and implied warranties. For example, if a consumer buys a new car, they can expect that it will be roadworthy and will not break down within a short period of time.
The implied term of fitness for purpose is also important in contracts of sale. This means that the seller knows or ought to know that the item being sold is intended for a specific purpose and that it will be used for that purpose. The seller must ensure that the item is suitable for that purpose. If the item fails to meet the buyer’s needs, the buyer may be entitled to damages.
Finally, there is an implied term of non-derogation from grant. This term applies when a seller sells property subject to a lease or other legal obligation. This term ensures that the seller cannot do anything that would render the property less valuable than it was at the time of the sale. This means that the seller cannot take any steps to reduce the value of the property or modify any of the terms of the lease or other legal obligation.
In conclusion, while explicit terms in a contract of sale are important, implied terms should not be overlooked. These terms are just as legally binding as those that are explicitly stated, and failing to comply with them can result in legal consequences. It is important for both buyers and sellers to be aware of these implied terms and to ensure that they are adhered to in any contract of sale.