Express Contract Term

An Express Contract Term is a contractual term that is explicitly stated within a contractual agreement.

• AKA: Explicit Contract Term.
• Context:
  • It (typically) explicitly states and clearly defines the rights, duties, or conditions agreed upon by all parties involved in a contract, ensuring clarity and reducing the potential for disputes.
  • It can range from being an Express Oral Contract Term (if verbally agreed upon and noted as express) to being a Express Written Contract Term (if documented in writing in the contract).
  • It can be subject to interpretation based on its clarity and precision.
  • It can define key aspects of Contractual Agreements, such as payment schedules, performance standards, and delivery timelines.
  • It can (typically) appear in both written and verbal contracts, with the former being easier to enforce and interpret in legal contexts.
  • It contrasts with Implied Terms, which are not explicitly stated but may be inferred by the courts based on the contract’s nature or statutory requirements.
  • It can govern highly specific obligations to reduce ambiguity, unlike implied terms, which cover unforeseen or default scenarios.
  • It can ensure that explicit obligations take precedence in legal disputes, overriding potential implied terms if conflicts arise between the two.
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• Example(s):
  • An explicit term in a Service Contract where the start date, end date, and specific services are unambiguously listed.
  • A sales contract that outlines the exact quantity, quality standards, and price of goods to be delivered, ensuring mutual understanding.
  • one in an Employment Contract that explicitly states the employee's salary, job title, and responsibilities.
  • one in a Lease Agreement that outlines the monthly rental amount, payment due dates, and specific tenant and landlord obligations.
  • ...
• Counter-Example(s):
  • Implied Contractual Terms inferred by law or custom, such as the assumption that services will be performed with reasonable skill under the Consumer Rights Act, even if not explicitly mentioned.
  • Oral Agreements that lack sufficient explicit documentation and lead to misinterpretations due to incomplete or vague terms.
  • an assumption that employees will adhere to standard industry work hours, which is often not explicitly written in employment contracts but implied.
  • Negotiation Intent,
  • Preliminary Agreement.
• See: Contract Provision, Contractual Obligation, Express Contract, Contract Law, Service-Level Agreement, Breach of Contract, Contract Clause, Contractual Obligation, Legal Agreement.

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References

2024

• (ChatGPT-OpenAI, 2024) ⇒ Prompt: Summarize the concept Contract Explicit Term in 1- 2 paragraphs. ChatGPT (model:gpt-4o). Retrieved: 2024-10-13.
  • QUOTE: The concept of Contract Explicit Term refers to a term that is clearly articulated and documented within a contract. These terms are defined with precision, leaving little room for ambiguity or misinterpretation. Explicit terms form the foundation of an agreement, establishing clear obligations, rights, and conditions that all parties have consented to uphold. In a contract, explicit terms can cover a wide range of elements such as the scope of work, payment terms, deadlines, and dispute resolution mechanisms. Because explicit terms are clearly expressed, they serve as a critical point of reference in the event of a dispute between the parties involved.

    Explicit terms differ from implicit terms, which are not expressly stated but are assumed to exist due to the nature of the agreement, common practices, or legal requirements. Courts primarily examine explicit terms to determine the intentions of the parties and the outcomes of disputes. Therefore, the specificity and clarity of these terms are vital in ensuring that each party understands their contractual obligations and rights, thus minimizing potential conflicts and misunderstandings. Drafting comprehensive explicit terms is essential in contract law, as it safeguards the interests of all involved parties by laying out a concrete framework for their relationship.

2023

• (Powell,2023) ⇒ Mairead Powell (2023). "Express and implied terms of a contract". In: Harper James Law.
  • QUOTE: When you’re asked to sign a contract on behalf of your business, you’d think it would be reasonable to assume that the contract contains all the commercial terms. However, contracts can contain both express and implied terms.

    An express term is a term of the contract between you and the other party, which is clear, unambiguous, and agreed upon. It’s usually in writing but it can be verbal if the contract itself is verbal.

    An implied term is one that a court has implied into a contract because it has not been expressly included. This may be because the parties did not consider it, did not think that the issue would arise, or simply omitted to include the term (...)

  • NOTES: Based on the content provided about express and implied terms in contracts, here are six bullet points:
    • An Express Contract Term is explicitly agreed upon by all parties involved, clearly defined and unambiguous, whether in writing or verbally.
    • Express Contract Terms are the core components of a contract, outlining specific obligations, rights, and conditions that the parties formally acknowledge.
    • Express Contract Terms can include detailed stipulations such as payment terms, delivery dates, quantities, and specific descriptions of the services or goods involved.
    • Express Contract Terms enhance clarity and understanding between contracting parties, reducing the likelihood of disputes by explicitly stating each party's commitments and expectations.
    • To minimize the impact of Implied Contract Terms and ensure clarity, contracts may include 'entire agreement' clauses stating that only the terms expressly written in the contract are binding.
    • The predominance of Express Contract Terms in a contract helps safeguard against the uncertainty and cost of litigation, as these terms are less likely to be interpreted differently by courts than implied terms.

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