What is the implied term in a commercial contract?

The basis for the implied term may be found in the well-known case of Hadley v. Baxendale, [1854] 156 All E.R. 145 which had much to do with the formulation of our modern law of contract. That case states that where one of the parties to a contract breaks that contract, “… the damages which the other party ought to receive in respect of such breach of contract should be such as may fairly and reasonably be considered either arising naturally, i.e., according to the usual course of things, from such breach of contract itself, or such as may reasonably be supposed to have been in the contemplation of both parties, at the time they made the contract, as the probable result of the breach of it.”