Principles relating to Implied terms - Indian Laws - General

Principles relating to Implied terms Principles relating to implied terms are concerned the position has been stated by Chitty on Contracts, 28th Edn. Chapter 13. They read as follows: A term will not however thus be implied unless the court is satisfied that both parties would, as reasonable men have agreed to it had it been suggested to them.The Court will only imply a term if it is one which must necessarily have been intended by them, and in particular will be reluctant to make any implications, where the parties have entered into a carefully drafted written contract containing detail terms agreed between them . A term ought not to be implied unless it is in all the circumstances equitable and reasonable. But this does not mean that a term will be implied merely because in all the circumstances it would be reasonable to do so or because it would improve the contract or make its carrying out more convenient. the touchstone is always necessity and not merely reasonableness . A term will not be implied if it would be inconsistent with the express wording of the contract . In Halsbury s Laws of England, 4th Edn, Vol. 9, the expression implied terms reads as follows: In practice, logically implied terms and the other three types of implied terms tend to merge imperceptibly into each other, all the categories being justified to some extent by reference to the intention of the parties; and the distinctions between classes of implied terms tend to be based on convention rather than logic. The conventional distinction which will be adopted here, are as follows: (1) terms implied by custom; (2) terms implied by law; (3) other terms implied by the courts. The relationship between the parties may be a matter of profound importance in determining whether a contract contains a term implied under one of these heads. [M/S PURAVANKARA PROJECTS LTD. VERSUS M/S HOTEL VENUS INTERNATIONAL AND ORS.- 2007 (2) TMI 582 - SUPREME COURT]