In contract law, understanding express and implied terms is very important. These terms help explain what each party has to do and what rights they have in an agreement.

Express Terms
Express terms are those that are clearly mentioned and agreed upon by everyone involved. These can be written down or spoken. For example, if a contract says, "Party A will deliver 100 units of product B by June 1st," that’s an express term. It tells Party A exactly what they need to do. By clearly stating these obligations, it helps avoid confusion that could lead to arguments.

Implied Terms
Implied terms, on the other hand, are not directly stated in the contract. They might come from laws, general practices, or the nature of the relationship between the parties involved. For example, even if it’s not written in a contract, there’s usually an implied term that services will be provided with reasonable care.

Hierarchy of Terms
In contract law, express terms usually take priority over implied terms. This means that what is clearly stated in the contract is more important than what might be assumed. Here’s why this matters:

• Contract Freedom: Parties in a contract have the right to decide the details. They have to understand what they are agreeing to.
• Less Confusion: Keeping express terms at the top helps reduce confusion and disagreement. Everyone knows what they have to do.

Role of the Court
When there is a disagreement, courts have an important job to do. They look at how express and implied terms are treated in the contract:

• Literal Meaning: Courts usually pay close attention to express terms. For instance, if a contract says payment is due 30 days after delivery, the court will stick to that and won’t allow for any implied extensions.
• Party Intent: Courts also think about what the parties meant when they made the agreement. If the express terms cover everything, the court may not look for implied terms.

Limitations on Implied Terms
Implied terms are helpful, but they have limits because express terms come first. Here are a couple of points:

• Exclusion Clauses: If a contract has a clear statement that removes certain implied obligations, that will generally be honored by the courts.
• Laws: Some laws can add implied terms to contracts, but if express terms contradict those laws, the express terms will usually win.

Why This Matters
Knowing that express terms are stronger than implied terms can help people when making contracts:

• Managing Risks: By clearly stating what they mean, parties can avoid risks associated with unclear terms.
• Careful Writing: It is essential to write contracts carefully to show true intentions, helping to prevent reliance on implied terms.
• Negotiation Power: Understanding this principle can help negotiators stand their ground and avoid problems that could arise from implied terms.

Examples from Cases
There have been many cases that show how express terms are more important than implied terms:

• Hyde v. Wrench: In this case, clear communication about an offer and its rejection showed that there’s no room for implied understandings. The court decided in favor of the defendant because what was clearly said mattered more.
• Liverpool City Council v. Irwin: This case showed that express terms in a lease agreement were honored over implied rules that usually apply in landlord-tenant relationships.

Conclusion
In summary, while implied terms can help add meaning to contracts, express terms are the most important when it comes to legal issues. When creating contracts, it’s crucial to be clear and precise so there’s no confusion later on. The law supports what is explicitly stated, which helps everyone understand their responsibilities. Legal experts should focus on this idea when helping clients negotiate and write contracts. Understanding that express terms take priority can help ensure fair outcomes in legal matters.