Expressum Facit Cessare Tacitum: The Power of Explicit Contract Terms
The Latin maxim “expressum facit cessare tacitum” translates to “what is expressed makes void what is implied.” In the realm of contract law, this principle underscores the primacy of explicit contractual terms over implied understandings.
When parties have clearly articulated the terms of their agreement, any unspoken or assumed conditions become irrelevant. The expressed terms constitute the binding obligations, leaving no room for interpretation based on implied meanings or external factors.
This principle serves a vital function in maintaining contractual certainty and predictability. By focusing on the explicit language, courts can avoid ambiguities and disputes arising from differing interpretations of implied terms. It encourages parties to comprehensively document their agreement, minimizing the risk of misunderstandings and litigation.
However, it’s essential to note that the principle does not preclude the possibility of implied terms altogether. In some cases, implied terms may be necessary to give effect to the parties’ intentions or to ensure the contract is workable. But these implied terms must be consistent with the express terms and cannot contradict them.
Ultimately, the maxim “expressum facit cessare tacitum” reinforces the importance of clear and unambiguous contract drafting. By explicitly stating all essential terms, parties can significantly reduce the likelihood of contractual disputes and enhance the enforceability of their agreements.
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