Implied-in-Fact Contracts

1. Background

The U.S. government can become a party to an implied contract by satisfying the terms of acceptance of property offered by a merchant, even without specific legislation authorizing the acceptance. This is based on the principles of implied-in-fact contracts, which are recognized under U.S. law.

An implied-in-fact contract is formed through the conduct of the parties rather than through explicit written or spoken terms. For such a contract to be enforceable against the government, certain conditions must be met:

1. Mutuality of Intent: Both parties must intend to enter into a contract.
2. Lack of Ambiguity: The terms of the offer and acceptance must be clear.
3. Consideration: There must be something of value exchanged between the parties.
4. Authority: The government representative must have the actual authority to bind the government in a contract.

For example, if a government official with the proper authority accepts goods or services from a merchant, and the merchant provides these goods or services with the expectation of payment, an implied-in-fact contract may be established, obligating the government to pay for the goods or services received.

2. Defenses to avoid implied-in-fact contracts

To avoid an implied-in-fact contract, you must emphasize that you:

1. Have no delegated authority to act as a Buyer of anything the government offers.
2. Have a common law right to refuse any and all “benefits”.
3. Refuse any benefits offered.
4. Identify any benefits paid or received beyond the point of refusal as a gift rather than a grant with legal strings.
5. Define all terms in any communication with the government as NOT having the context of ANY civil statute, but only the meanings you ascribe and then define said terms. Thus, there is not a meeting of minds because the parties do not agree on terms.

3. Implied-in-Fact Contracts v. Quasi-Contracts

A quasi-contract is not a type of implied-in-fact contract. They are distinct legal concepts:

1. Implied-in-Fact Contract: This type of contract is formed by the conduct of the parties, indicating mutual agreement and intent to contract, even though no explicit agreement was made. It requires the same elements as an express contract: mutual intent, clear offer and acceptance, consideration, and authority to contract.
2. Quasi-Contract (Implied-in-Law Contract): This is not a true contract but a legal remedy to prevent unjust enrichment. It is imposed by the court to ensure fairness when one party benefits at the expense of another without a formal agreement. It does not require mutual consent or a meeting of the minds.

In essence, while an implied-in-fact contract is based on the actions and intentions of the parties, a quasi-contract is a legal construct used to address situations where one party would be unjustly enriched at the expense of another.