Express and Implied Contracts.

Simple contracts may be classified in terms of the way in which they are created, as express contracts or implied contracts.

(a) Express Contracts. An express contract is one in which the agreement of the parties is manifested by their words, whether spoken or written.

(b) Implied Contracts. An implied contract (or, as sometimes stated, a contract implied in fact) is one in which the agreement is not shown by words, written or spoken, but by the acts and conduct of the parties. Such a contract arises, for example, when one person renders services under circum­stances indicating that payment for them is expected, and the other person, knowing such circumstances, accepts the benefit of those services. Similarly, when an owner requested a professional roofer to make repairs to the root of a building, an obligation arose to pay the reasonable value of such services although no agreement had been made as to compensation.

FACTS:

Amsgard was a tennis professional. He suggested to Bray and his partner a plan for constructing a tennis facility that would be man­aged by Anisgard. Anisgard gave Bray all the in­tormation that he had acquired as to the proper location ot the facility, the feasibility study that he had obtained, the arrangements that he had made for the leasing of a building, and the iden­tity of a bank willing to finance the operation. Bray used this information in constructing the tennis facility but never paid Anisgard anything for the information or the work involved in de­veloping the information. Anisgard had ex­pected to be paid for such information and there had been several discussions with Bray as to the amount to be paid. No agreement was ever reached by the parties. Anisgard sued Bray for compensation for the reasonable value of his services. Bray defended on the ground that there was no contract calling for such payment.

DECISION:

Judgment for Anisgard. Although no express contract had been made for compensation, that did not bar recovery. The services were rendered with the expectation of receiving compensation and the benefit of the services was accepted by Bray with knowledge that payment was expected. Accordingly there arose an im­plied contract to pay the reasonable value of those services

In terms of effect, there is no difference between an implied contract and an express contract. The difference relates solely to the manner of prov­ing the existence of the contract. An implied contract cannot arise when there is an existing express contract on the same subject. Likewise, no contract is implied when the rela­tionship of the parties is such that by a reasonable interpretation the perfor­mance of services or the supplying of goods was intended as a gift.

Valid and Voidable Contracts and Void Agreements.

Contracts may be classified in terms of enforceability or validity.

(a) Valid Contracts. A valid contract is an agreement that is binding and enforceable.

(b) Voidable Contracts. A voidable contract is an agreement that is otherwise binding and enforceable but, because of the circumstances surrounding its execution or the lack of capacity of one of the parties, it may be rejected at the option of one of the parties. For example, a person who has been forced to sign an agreement which that person would not have voluntar­ily signed may in some instances avoid the contract.

(c) Void Agreements. A void agreement is without legal effect. An agreement that contemplates the performance of an act prohibited by law is usually incapable of enforcement; hence it is void. Likewise, it cannot be made binding by later approval or ratification.