What Is an Implied Contract?
An implied contract is a legally enforceable agreement inferred from the conduct of the parties and the surrounding circumstances, rather than from explicit written or spoken words. Florida courts recognize and enforce implied contracts under the same principles that govern express contracts, with the key difference being how the agreement is formed.
Types of Implied Contracts
- Implied-in-fact: Created by the parties’ actual conduct. Mutual assent is inferred from behavior rather than stated in words. Example: a homeowner watches a contractor install a fence, makes no objection, and accepts the completed work. A court may find an implied agreement to pay a reasonable price for the services.
- Implied-in-law (quasi-contract): Not a true contract but a legal fiction imposed by the court to prevent unjust enrichment. The court orders the party who received a benefit to pay reasonable compensation, regardless of whether the parties intended to form an agreement.
Elements Under Florida Law
To establish an implied-in-fact contract, a Florida plaintiff must prove:
- The defendant received a benefit (services, goods, or other value)
- The defendant knew or should have known that compensation was expected
- The defendant accepted the benefit without objection
- The parties’ conduct manifested mutual assent to an agreement
An implied contract cannot override an existing express contract on the same subject matter.
Implied Contracts in Florida Real Estate
Common scenarios involving implied contracts in Florida property transactions:
- Contractor performing additional work beyond the written scope without a change order
- Property management services provided without a formal written agreement
- Neighbors sharing maintenance costs for common areas or boundary features
Related Terms
- Contract — Express agreement between parties
- Unjust Enrichment — Basis for quasi-contract claims
- Breach of Contract — Failure to perform contractual obligations
- Consideration — Required element for contract formation
Barnes Walker Contract Services
Barnes Walker’s attorneys handle implied contract disputes in business and real estate matters throughout Southwest Florida. Request a legal inquiry for assistance.
Reviewed by the attorneys at Barnes Walker, Goethe, Shea & Robinson, PLLC