An express term is an agreed upon item in a contract, which can be oral or written. Contracts must contain terms that define obligations, and if mutually agreed upon, they are express terms. Disagreements can arise over the meaning or existence of express terms, and unreasonable promises are unenforceable. Representations are different from express terms and may not become part of a contract.
An express term is a phrase used in contract law to mean an item that has been agreed to and accepted by all parties to the contract. The term can be oral or written, depending on the nature of the contract and the understanding between the parties. In any case, once proven, an express term is generally binding on all parties to the contract.
A contract is a reciprocal agreement between two or more parties with the intention of creating a legal obligation. The parties may be persons, companies or other legally recognized entities and there must be a promise by one or more parties to take action in exchange for some kind of benefit or consideration. To be legal, any contract must contain terms that define the obligations of the parties. If these terms are mutually agreed and accepted by all parties involved, they are considered express terms.
Most contracts, especially in the business field, are written. Consequently, the obligations of the parties are accurately stated and become explicit terms. Sometimes, however, contracts are verbal in nature. In this case, the parties could verbally agree on their mutual obligations and, just as in the case of a written contract, these obligations are understood to be expressed.
Problems can arise when the parties to a contract disagree on the meaning or existence of an express term. Even when a contract is in writing, if one or more of the terms are ambiguous and can reasonably be interpreted to mean different things, it could give rise to a lawsuit in which the parties ask a court to decide what the intent really was . Parties to contracts with verbal express terms may also disagree not only on what the terms mean, but whether they were ever a part of the contract in the first place. In both cases, other written material is usually presented along with witness testimony to help clarify what the parties said and what was meant.
A term expressed with a representation is often confused, but in reality they are two different things. A representation is a statement made orally or in writing to induce someone to enter into a contract. Ultimately, however, a representation does not always become part of the contract. For example, if a person visits a car dealership and the salesperson claims that a particular car will save the customer a certain amount of money a year in gas, unless that statement commits to writing as an agreed part of the purchase, is not an express term but simply a representation aimed at convincing the customer to buy the car.
For an express term to be enforceable in a court, it must also be reasonable. If one party makes an unrealistic promise and it’s included in the contract, even if all parties agree on its meaning and inclusion, it probably won’t be enforced if it’s unreasonable. To take an exaggerated example, if two people come into contact where, for a one-time payment of millions, one party agrees to build a time machine, even though the parties have a mutual understanding and agreement about their respective obligations , the express terms are unrealistic and likely will not apply.
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