Implied terms

The meaning of a contract should not be separated from the incorporation into it of terms by operation of law, custom or usage or the necessary facts of the case, regardless of any intention on the part of the parties. Courts will be prepared to imply a term into a contract where it is necessary to give effect to the parties' true intentions. Certain requirements will need to be established for that to occur. Similarly, a term may be implied because it is customary to do so in the context of the contract.

Some terms will be implied simply because of a long-standing common law rule or statutory prescription, especially where the contract belongs to a class of contracts in which the public interest must be protected. Finally, some contracts that require the parties to cooperate toward the performance of a contractual obligation may be subject to the implication of a term requiring good faith and honesty in the performance of that obligation.

See Implied terms.