Legal Memorandum: Statutes of Limitation for Breach of an Implied Contract

Issue: Under Illinois law, what are the elements and applicable statutes of limitation for an action for breach of an implied contract?

See Doherty v. Kahn, 289 Ill. App. 3d 544, 682 N.E.2d 163, 224 Ill. Dec. 602 (1st Dist. 1997), which addresses many causes of action.

River Park, Inc. v. City of Highland Park, 281 Ill. App. 3d 154, 667 N.E.2d 499, 217 Ill. Dec. 410 (2d Dist. 1996), defines an implied in fact contract as one that “arises out of evidence demonstrating the parties intended to be bound but failed to reduce their agreement to writing.”  Id. at 168, 667 N.E.2d at 508, 217 Ill. Dec. at 419.  In Brody v. Finch Univ. of Health Sciences, 298 Ill. App. 3d 146, 698 N.E.2d 257, 232 Ill. Dec. 419 (2d Dist. 1998), the court explained that a “contract implied in fact contains all of the elements of an express contract, as well as a meeting of the minds.”  Id. at 146, 698 N.E.2d at 257, 232 Ill. Dec. at 419.  It noted further that “the elements of a contract are an offer, a strictly conforming acceptance to the offer, and supporting consideration.”  Id.

Since an implied-in-fact contract is not a cause of action in its own right, there is no statute of limitations associated with it.

In Zostautas v. St. Anthony de Padua Hosp., 23 Ill. 2d 326, 178 N.E.2d 303 (1961), the court observed that a breach of an implied-in fact-contract “is predicated on the failure to perform […]