In a contract, express terms and implied terms may contradict on the same issues. Under which of the following circumstances, implied terms will…

The fundamental principle in contract law is that express terms, which are explicitly agreed upon by the parties, will generally override implied terms. However, there is a critical exception to this rule. Certain terms are implied into contracts by statute (i.e., by law), and these statutes may explicitly state that these implied terms cannot be excluded or varied by any express agreement. This is often done to protect a weaker party, such as a consumer. For example, the UK's Consumer Rights Act 2015 implies terms regarding the quality of goods, which cannot be overridden by a conflicting express term in a consumer contract. In such cases, the statutory implied term will prevail.

A. Terms implied by trade custom or usage can be expressly excluded by the parties in their contract, meaning the express term takes precedence.

B. This describes a situation where an implied term fills a gap, not one where it contradicts or overrides an existing express term.

C. This statement is incorrect because it fails to acknowledge the exception of mandatory, non-excludable terms implied by statute.

1. CIPS L4M3 Commercial Contracting Study Guide (2021). Chapter 2: The Legal Formation of Contracts

Section 2.3 'The Contents of a Contract'. The guide explains that while express terms usually take precedence

"some implied terms cannot be excluded by the parties. These are usually terms implied by statute to protect the weaker party." This directly supports the principle that certain legally mandated implied terms override express ones.

2. The Consumer Rights Act 2015 (UK Legislation). Section 31

'Liability that cannot be excluded or restricted'

explicitly states that a term of a contract is not binding on the consumer to the extent that it would exclude or restrict the trader's liability arising under provisions such as Section 9 (goods to be of satisfactory quality). This is a direct legal source demonstrating that statutory implied terms can override express terms.

3. McKendrick

E. (2020). Contract Law: Text

Cases

and Materials (9th ed.). Oxford University Press. In Chapter 9

'The Content of the Contract and the Principles of Interpretation'

it is detailed that terms implied by statute

particularly in consumer contracts

are often mandatory and cannot be contracted out of

thus taking precedence over any conflicting express term. (See discussion on the Unfair Contract Terms Act 1977 and Consumer Rights Act 2015).