In agreements there's neither the time nor the paper to elaborate every circumstance within which an agreement may be interpreted. As an example, if an agreement says that the working hours are from 9 am to 5 pm, it's implied that those hours are based on the time zone where the work is to be performed. "In the local time zone," therefore, is an implied provision.
Because disagreements arise about what's implied, it's important to know how to decide: A provision is implied if within applicable circumstances one or more express provisions cannot reasonably operate without the application of the claimed, implied provision. Returning to our earlier example, it would be impossible for "working hours" to have real meaning if they could be in any time zone.
An art in agreement making is knowing how much to specify.
("Side agreements" are another thing — often arising when the authors of some principal agreement notice that they neglected some important matter. Such additional understandings are often left, unfortunately, as verbal agreements.) ▪
I've had a lot of trouble in my life,
most of which never happened.
—Mark Twain (Samuel Langhorne Clemens 1835-1910)
