MIAMI BUSINESS LITIGATION: IMPLIED-IN-FACT CONTRACTS

Contracts are usually expressed through writings or oral statements. But sometimes, contracts are implied through certain circumstances. These implied-in-fact contracts are recognized under Florida law. Bromer v. Florida Power & Light Co., 45 So.2d 658 (Fla. 1949) (“This Court should determine and give to the alleged implied contract the effect which the parties, as fair and reasonable men, presumably would have agreed upon, if having in mind the possibility of the situation which has arisen, they had contracted expressly in reference thereto.”). They are inferred from the contracting parties’ oral statements and actions taken as a whole because the contract terms are not sufficiently definite. Commerce P’ship 8098 Ltd. P’ship v. Equity Contracting Co., Inc., 695 So. 2d 383 (Fla. 4th DCA 1997) (A “contract implied in fact is not put into promissory words with sufficient clarity, so a fact finder must examine and interpret the parties’ conduct to give definition to their unspoken agreement.”). The “only distinction between an express and implied-in-fact contract is the manner in which the parties’ assent is manifested or proven.” Baron v. Osman, 39 So. 3d 449 (Fla. 5th DCA 2010). The Miami business litigation attorneys of the Mavrick Law Firm represent businesses and their owners in breach of contract litigation and related claims of fraud, non-compete agreement litigation, trade secret litigation, trademark infringement litigation, employment litigation, and other legal disputes in federal and state courts and in arbitration.

A typical example of an implied-in-fact contract occurs when “a person performs services at another’s request, or where services are rendered by one person for another without his expressed request, but with his knowledge, and under circumstances fairly raising the presumption that the parties understood and intended that compensation was to be paid.” Rhythm & Hues, LLC v. Nature’s Lawn Care, Inc., 368 So. 3d 12 (Fla. 4th DCA 2023). This was the fact pattern giving rise to Mecier v. Broadfoot, 584 So. 2d 159 (Fla. 1st DCA 1991). Mecier alleged she entered an implied-in-fact contract with Broadfoot to develop architectural plans to build Mecier’s church and that Broadfoot breached the contract by providing faulty plans. Broadfoot denied liability by arguing it never entered a contract with Mecier. The facts adduced at the summary judgment hearing demonstrated Mecier originally entered an expressed contract with Platt for the church’s design plans, Platt began working on the plans, Platt gave the plans to Broadfoot, Broadfoot continued working on the plans, Broadfoot discussed the plans with Mecier, Broadfoot told Mecier he would finish the plans, and Mecier contacted Broadfoot (rather than Platt) regarding the plans for the next three years. Mecier paid Platt instead of Broadfoot because Broadfoot directed Mecier to do so. The court determined these facts could give rise to an implied-in-fact contract and denied Broadfoot’s motion for summary judgment as a result.

Every promise does not create a binding implied-in-fact contract because simple negotiations between the parties will not create an implied-in-fact contract. Osceola Farms Co. v. Wilder Bros. Farms, 364 So. 2d 43 (Fla. 4th DCA 1978) (The “negotiations between the parties subsequent to the expiration of the United States Sugar Act did not serve to create an implied contract.”). The implied in fact contract arises when there is an unequivocal and unqualified assertion of contractual rights by one party and silence on the part of the other party that supports a legal inference of that party’s acquiescence to the assertion of rights. Kanter v. Safran, 68 So. 2d 553 (Fla. 1953). Therefore, a litigant should be sure sufficient contractual rights were expressed orally or through conduct and there was sufficient assent to create an implied-in-fact contract before asserting the claim.  

The Miami business litigation lawyers of the Mavrick Law Firm also represent clients in Fort Lauderdale, Boca Raton, and Palm Beach. This article does not serve as a substitute for legal advice tailored to a particular situation.