The appellant municipality failed to prove that a tacit term should be included in a land sale contract that a closure and rezoning had to be successfully finalised within a reasonable time after the sale. The court found that it was not a term necessary to give business efficacy to the contract.
A tacit term
Where a non-variation clause and a whole agreement clause were included in a comprehensive contract dealing in detail with the subject matter between the parties, the court refused to import a tacit term into the contract.
A tacit term is an unexpressed provision in the contract which derives from the common intention of the parties