Legal Definitions - tacit contract

A tacit contract is a legally binding agreement between two or more parties that is not explicitly stated in words, either orally or in writing. Instead, the existence and terms of the contract are inferred from the parties' actions, conduct, or the surrounding circumstances. It is an agreement understood without being openly expressed, where the behavior of the parties clearly indicates their mutual intent to enter into a contractual relationship.

• Example 1: Dining at a Restaurant

  When you enter a restaurant, sit down, and order a meal, you are entering into a tacit contract with the restaurant. You haven't verbally agreed to a specific price for each item, nor have you signed a document. However, your actions of ordering and consuming food imply an agreement to pay for the meal at the prices listed on the menu, and the restaurant's action of serving you implies an agreement to provide the food as ordered. Both parties' conduct demonstrates their mutual understanding of the exchange, creating a legally enforceable contract.

• Example 2: Using a Paid Parking Garage

  If you drive your car into a parking garage that clearly displays its rates and terms at the entrance, you are forming a tacit contract with the garage operator. By choosing to enter and park your vehicle, you implicitly agree to pay the posted parking fees and abide by any rules, such as time limits. The garage operator, by providing the parking space, implicitly agrees to allow you to park there under those terms. No explicit verbal agreement or signed ticket is always necessary for this contractual relationship to exist; the actions of both parties create the binding agreement.

• Example 3: Ongoing Professional Service

  Consider a small business owner who regularly sends their company's laundry to a local dry cleaner every Monday morning. For months, the dry cleaner accepts the laundry, cleans it, and the business owner consistently pays the invoice upon pickup. Even if they never formally discussed or signed a service agreement, their consistent pattern of behavior—the dry cleaner providing the service and the business owner consistently paying for it—creates a tacit contract. Both parties' conduct demonstrates an understanding that the laundry service will be provided regularly in exchange for payment, forming a legally recognized agreement.