The
officious bystander is a metaphorical figure of
English law and
legal fiction, developed by
MacKinnon LJ in
Southern Foundries (1926) Ltd v Shirlaw to assist in determining when a term should be implied into an agreement. While the officious bystander test is not the overriding formulation in English law today, it provides a useful guide. The suggested approach is to imagine a nosey, officious bystander walking past two contracting parties and asking them, whether they would want to put some express term into the agreement. If the parties would instantly reply "of course" the term is apt for implication.