188
Opinion of the Court
While it is true that the terms to which the contracting parties give assent may be express or implied in their dealings, cf. Garrison v. City of New York, 21 Wall. 196, 203 (1875), the contracting parties here in no way manifested assent to limiting disability payments in accordance with the 1981 law allowing coordination of benefits. The employment contracts at issue were formed before the 1981 law allowing coordination of benefits came into effect. Thus, there was no occasion for the parties to consider in bargaining the question raised here: whether an unanticipated reduction in benefits could later be restored after the "benefit period" had closed.
Petitioners argue that their right to rely on past payment periods as "closed" is a contractual term "incorporated" by law into the employment contracts, regardless of the assent, express or implied, of the parties. While petitioners cite passages from our prior decisions that " 'the laws which subsist at the time and place of the making of a contract . . . enter into and form a part of it,' " Home Building & Loan Assn. v. Blaisdell, 290 U. S. 398, 429-430 (1934) (quoting Von Hoffman v. City of Quincy, 4 Wall. 535, 550 (1867)), that principle has no application here, since petitioners have not shown that the alleged right to rely on past payment periods as closed was part of Michigan law at the time of the original contract. Though Michigan courts, in awarding interest on unpaid workers' compensation awards, had held that such awards were more analogous to contractual damages than tort damages, see, e. g., Wilson v. Doehler-Jarvis Division of National Lead Co., 358 Mich. 510, 517-519, 100 N. W. 2d 226, 229-230 (1960); Brown v. Eller Outdoor Advertising Co., 139 Mich. App. 7, 14, 360 N. W. 2d 322, 326 (1984), Michigan law does not explicitly imply a contractual term allowing an employer to depend on the closure of past disability compensation periods. Moreover, such right does not appear to be so central to the bargained-for exchange between the par-
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