Courts imply contract terms only when parties would obviously have included them

Evidence

Terms are to be implied in a contract, not for the reason that they are just or reasonable, but rather for the reason that the parties must have intended them and have only failed to express them because they are too obvious to need expression * * *, or because they are necessary to give business efficacy to the contract as written, or to Five the contract the effect which the parties, as fair and reasonable men, presumably would have agreed on if, havin in mind the possibility of the situation which has arisen, they contracted expressly in reference thereto. — Henry M. Hart, Jr. and Albert M. Sacks, The Legal Process, 3487

Categorization

• DEFINE: The canonical statement of when courts imply terms in a contract — a fundamental legal-reasoning concept.
• XREF: Connects to statutory interpretation themes in earlier chapters: courts hesitating to read in unexpressed intent unless clearly contemplated. — connects to: Courts hesitate to imply lease conditions, forcing lawyers to draft explicit contingency clauses — Henry M. Hart, Jr. and Albert M. Sacks, The Legal Process: Basic Problems in…, 3411; Deliberately incomplete contracts force ongoing negotiation that courts cannot provide — Diego Gambetta, Trust - Making and Breaking Cooperative…, 2526; Courts sometimes reach wrong outcomes to avoid bad future rules — Frederick Schauer, Thinking Like a Lawyer, 548

Broader Connections

• Deliberately incomplete contracts force ongoing negotiation that courts cannot provide #complicates (0.78) — Diego Gambetta, Trust - Making and Breaking Cooperative…, 2526
• Courts sometimes reach wrong outcomes to avoid bad future rules #complicates (0.72) — Frederick Schauer, Thinking Like a Lawyer, 548