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Section 9: Promises, express and implied

Indian Contract Act • Official Statutory Text & Practice Guide

Statutory Regulation
Legal Standard
Competent Court / Tribunal
Act 1872
Section 8 All 266 Sections of Indian Contract Act Section 10

Legal Commentary & Landmark Judgments: Section 9

Section 9 of the Indian Contract Act, 1872 establishes the statutory dichotomy between express and implied contracts, providing that promises articulated in words are express, while promises inferred from conduct, course of dealing, or surrounding commercial circumstances are implied in fact.

  • Express Promises Formed in Verbis: Encompasses promises where the proposal and acceptance are manifested explicitly in words, whether orally spoken, handwritten, typed, or exchanged through digital correspondence.
  • Implied Promises Inferred from Fact and Conduct: Encompasses agreements formed otherwise than in words, where mutual assent (consensus ad idem) is deduced from overt acts, invoice acceptances, silence coupled with receipt of goods, or custom of dealing (implied-in-fact contracts).
  • Demarcation from Quasi-Contracts (Implied-in-Law): Distinguishes true consensual contracts inferred from conduct under Section 9 from non-consensual obligations under Sections 68-72, which are constructed by law to prevent unjust enrichment regardless of party intention.
Key Landmark Precedents:
  • M.S. Commercials v. Calicut Engineering Works (2004) 10 SCC 656: The Supreme Court held that where commercial terms and conditions (including an arbitration clause) are printed on invoices and the counterparty accepts delivery of machinery and issues payments without protest, a binding implied contract is formed by conduct under Section 9.
  • Uptron India Ltd. v. Shammi Bhan (1998) 6 SCC 538: The Supreme Court held that terms can be implied into a contract only to give business efficacy to the commercial arrangement, applying the classic 'officious bystander' test; courts will not imply terms contrary to explicit express covenants.
  • Haji Mahomed Haji Jiva v. E. Spinner (1900) ILR 24 Bom 510: Ruled that where an offer is acted upon by an offeree to the knowledge and with the tacit acquiescence of the proposer, an implied promise emerges by conduct under Section 9.
Courtroom Practice & Strategic Litigation Guidance:

In commercial debt recovery actions lacking an executed bilateral agreement, plead Section 9 to establish a contract implied from purchase orders, delivery challans, tax invoices, GST portal uploads, and running account payments. Frame the pleadings to demonstrate unequivocal consensus ad idem through performance, preserving alternative pleas under Section 70 for quantum meruit.

Section 8 All 266 Sections of Indian Contract Act Section 10