Implied contract

Key Takeaways

• An implied contract is formed by the conduct of the parties, while an express contract is formed by their words, spoken or written.
• Courts recognize an implied contract chiefly to prevent unjust enrichment, meaning one party keeping the benefit of something it never paid for.
• An implied contract still needs the ordinary elements of a valid contract: competent parties, mutual agreement, consideration, and a lawful purpose. Only the method of proving the agreement changes.
• In Washington, conduct alone does not transfer land. RCW 64.04.010 requires every conveyance of real estate, or any interest in it, to be by deed.

What It Means

An implied contract is an agreement the law finds in what the parties did rather than in what they said or signed. No one recites terms and no one signs a form. The conduct itself shows that both sides expected an exchange, and a court enforces the bargain because refusing to would leave one side enriched at the other's expense. The everyday version is walking into a clinic, being treated, and owing the bill even though nothing was signed at the door.

Set it against the express contract, where the terms are stated out loud or written down. Both are real contracts, and both need the same building blocks: competent parties, mutual agreement, Consideration, and a lawful purpose. The only difference is how the agreement gets proved. That difference is also the weakness. An implied contract has no document, so its terms are whatever a court reads out of the parties' behavior, and a court will usually award the reasonable value of what was provided instead of a price nobody ever set. Real estate practice pushes everything onto paper for exactly that reason.

How It Works in Washington

In Washington, an implied contract runs into the statute of frauds almost immediately. RCW 64.04.010 provides that "Every conveyance of real estate, or any interest therein, and every contract creating or evidencing any encumbrance upon real estate, shall be by deed." Conduct does not move title, so a buyer who paints, repairs, and pays taxes on a house under nothing but a handshake ends up with no deed and no implied conveyance. That is the work the Statute Of Frauds does.

The same rule protects licensees from themselves. RCW 19.36.010 makes an agreement void unless it is in writing and signed by the party to be charged when it is "an agreement authorizing or employing an agent or broker to sell or purchase real estate for compensation or a commission." A broker who shows homes for months on goodwill alone has no enforceable claim to a fee. Agency law says the same thing from the other direction: RCW 18.86.020 requires a firm to enter into a services agreement with the principal before, or as soon as reasonably practical after, its appointed broker commences rendering real estate brokerage services. A Washington brokerage relationship lives in a Written Services Agreement, not in an implication drawn from behavior.

Example

Nathan Okafor hires Lena Brooks, a licensed general contractor, to remodel the kitchen in his Tacoma rental for a written price of $48,000. Midway through the job he asks her to also tear out and rebuild the rotted back deck. Nothing is written about the deck and no price is discussed. Lena builds it and bills $9,400 at her standard rate.

Nathan pays the $48,000 and refuses the $9,400, arguing there was no contract for the deck. A court can find an implied contract on that work. Nathan asked for it, watched it happen, and now holds a new deck he has not paid for, which is unjust enrichment. Lena recovers the reasonable value of the labor and materials rather than a contract price, because the parties never set one. Notice the limit. The same doctrine would not have handed Lena any interest in the rental itself, because under RCW 64.04.010 an interest in Washington real estate moves by Deed and by nothing less.

Common Mistakes and Exam Traps

• Implied versus express describes how a contract was created, not whether it can be enforced. Valid, void, voidable, and unenforceable is a separate classification that can apply to either one.
• Implied is not a synonym for unilateral. Implied means formed by conduct; unilateral means accepted by performance rather than by a return promise.
• An implied contract does not get around the statute of frauds. A contract affecting Washington real estate still has to satisfy RCW 64.04.010, and a broker's compensation agreement still has to be written and signed under RCW 19.36.010.
• The remedy on an implied contract is the reasonable value of what was provided, not a price the parties never agreed to.