Express and Implied Terms.

The article focuses on clarifying the distinction between express and implied contractual terms through the lens of the philosophy of language. It argues that express terms derive their legal content from the semantic and some pragmatic features of the parties' agreement, including implicit meanings within the agreement itself. Implied terms, by contrast, are not directly asserted by the parties but are inferred from express terms through a rule-governed reasoning process akin to linguistic implicatures, reflecting what the parties can be understood to have committed to. The article further distinguishes between terms implied in fact—tied closely to the parties' intentions—and terms implied in law, which arise from legal rules applicable to certain contract types regardless of the parties' specific agreement. This conceptual framework aims to illuminate ongoing doctrinal debates, such as the recognition of duties of good faith, by situating implied terms within a coherent theory that balances party autonomy with legal interpretation.