Implied terms require strict business necessity or obviousness, rejecting the broader 'reasonable and equitable' Belize Telecom formulation.
Contract — Formation and Interpretation
A 'no oral modification' clause is legally effective, so any purported oral variation of a contract containing such a clause is unenforceable.
Commercial common sense cannot be used to override the clear and unambiguous language of a contractual term when construing its meaning.
Where contractual language is ambiguous, courts should prefer the construction consistent with business common sense.
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