Proposal and acceptance may be inferred from the facts of the case, but not to contradict written contracts, sec 707.

From employment of labor, sale of goods, and bailment, sec 708.

And from course of business and usage, sec 709.

Proposal to guarantee involves promise to pay, sec 710.

Implied promise may be raised when express is bad under statute of frauds or otherwise defective, sec 711.

When, after partial delivery of goods, final delivery is prevented, vendor may sue on indebitatus count, sec 712.

Otherwise when there is to be no payment except for aggregate, sec 713.

When completion of work is prevented by accident, quantum meruit may lie, sec 714.

Contracts of common carriage dependent on completion, sec 715.

When service is broken into by employer, back wages or damages may be recovered, sec 716.

But not when this is act of employee, sec 717.

Term of service dependent on circumstances, sec 718.

Special promise to pay not to be implied in cases of friendly and family service, sec 719.

Nor when there is a stated salary or other fixed compensation, sec 720.

Vendee taking land may agree to pay burdens, sec 721.

Sec 707

Heretofore we have been mainly occupied with contracts which are either written or spoken in words on both sides capable of being definitely reproduced. A large part of business, however, is done much more informally. The contract is implied from conduct; and this in ways so multitudinous that their enumeration would be impracticable. To all of them proposal and acceptance are requisite, as otherwise there would be no contract.1 Sometimes, however, the proposal is implied from the facts of the case; sometimes the acceptance; sometimes both.2 And this implication may be from the acts of the parties, from their prior dealing, and from custom. When, however, there is established an express and formal contractual relation, this is to control, and it cannot be set aside and an implied contract put in its place. "There is no room for an implied contract where an express contract exists."1 "As the law will not imply a promise, where there is an express promise, so the law will not imply a promise of any person against his express declaration; because such declaration is repugnant to any implication of a promise."2 It is true, as we will see,3 when an express contract is invalid under the statute of frauds, or for other technical reasons, the substance of the contract may form the basis of a quantum meruit. But this is in subordination to the express contract, not in variance from it. There can be no implication in conflict with what is expressed.4 It is otherwise, however, as to informal memoranda and ambiguous terms whose meaning may be brought out by parol.5

Proposal and acceptance may be inferred from the facts of the case, but not to contradict written contract.

1 See, however, on this point, supra, sec 8.

2 See supra, sec 6.