Also known as: implied promises · implied contractual promise
Written by attorneys · grounded in primary & secondary sources — see below
A promise inferred from the conduct or surrounding circumstances of a transaction rather than from explicit words. The promise receives the same legal effect as an express promise when determining rights and duties after a transfer of interests.
Island Manufacturing leased a high-capacity warehouse to Insight Consulting for electronics assembly. The original landlord had always supplied backup generators during the tenancy even though the lease document never mentioned them. After selling the building to Ivy Investments, the new owner stopped the service and outages destroyed stored inventory. Insight Consulting sued to enforce the duty to maintain generators.
Original lessor consistently maintained common-area lighting under a silent lease. After conveying the reversion to a new owner, the successor refused further maintenance. Tenant sued to enforce the lighting obligation as an implied promise that survived the transfer.
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Landlord had always repaired roof leaks during the tenancy though the lease was silent. Upon sale of the property the buyer discontinued repairs. Tenant sued the new owner to enforce the repair obligation inferred from prior conduct.
Lessor provided security services without written promise. After assignment of the leasehold the new landlord ceased the service. Tenant sued to enforce the security obligation that had been implied by the original parties' course of dealing.
Landlord supplied HVAC maintenance throughout the lease term. Upon transfer of the building the purchaser discontinued service. Tenant sued the successor to enforce the maintenance obligation implied from the original transaction facts.
Landlord had always handled snow removal under a silent lease. After selling the property the new owner refused removal. Tenant sued to enforce the snow-removal duty inferred from the prior landlord's consistent conduct.
An implied promise arises when the facts and circumstances of the lease transaction show that the parties understood a particular performance to be part of the bargain. The original landlord's consistent provision of a service without separate charge, combined with rent levels reflecting that cost, supports finding the promise. The promise then binds successors exactly as an express covenant would.
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Conduct alone can create the promise. The original landlord's repeated performance of a service not mentioned in the lease, together with the surrounding circumstances of the tenancy, supplies the factual basis from which the promise is inferred.
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The implied promise is treated identically to an express promise. Its burden and benefit therefore pass with the transferred interest according to the same rules that govern express covenants.
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Yes. When one party receives an exclusive right and the other receives only a share of profits, the law infers a promise to use reasonable efforts to generate those profits, preventing the arrangement from being illusory.
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…of all the profits resulting from the plaintiff’s efforts. Unless he gave his efforts, she could never get anything. Without an implied promise, the transaction cannot have such business “efficacy as both parties must have intended that at all events it should have” (Bowen, L. J., in The Moorcock , 14 P. D. 64, 68). But the…