Term
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Definition
| (pronounced kwahn-tuhm mehr-oo-wuht) Literally, "as much as he deserves"—an expression describing the extent of liability on a contract implied in law (quasi contract). An equitable doctrine based on the concept that one who benefits from another's labor and materials should not be unjustly enriched thereby but should be required to pay a reasonable amount for the benefits received, even absent a contract. |
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| A type of contract that arises when a promise is given in exchange for a return promise. |
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| An agreement that can be enforced in court; formed by two or more parties, each of whom agrees to perform or to refrain from performing some act now or in the future. |
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| A contract that has been completely performed by both parties. |
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| A contract that has not as yet been fully performed. |
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| A contract in which the terms of the agreement are fully and explicitly stated in words, oral or written. |
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| A contract that by law requires a specific form, such as being executed under seal, to be valid. |
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| A contract formed in whole or in part from the conduct of the parties (as opposed to an express contract). |
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| A contract that does not require a specified form or formality in order to be valid. |
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Term
| objective theory of contracts |
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Definition
| A theory under which the intent to form a contract will be judged by outward, objective facts (what the party said when entering into the contract, how the party acted or appeared, and the circumstances surrounding the transaction) as interpreted by a reasonable person, rather than by the party's own secret, subjective intentions. |
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Definition
| A person to whom an offer is made. |
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Definition
| A person who makes an offer. |
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| A person to whom a promise is made. |
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| A person who makes a promise. |
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| A fictional contract imposed on parties by a court in the interests of fairness and justice; usually, quasi contracts are imposed to avoid the unjust enrichment of one party at the expense of another. |
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| A valid contract rendered unenforceable by some statute or law. |
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| A contract that results when an offer can only be accepted by the offeree's performance. |
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| A contract that results when elements necessary for contract formation (agreement, consideration, legal purpose, and contractual capacity) are present. |
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| A contract having no legal force or binding effect. |
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| A contract that may be legally avoided (canceled, or annulled) at the option of one of the parties. |
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| (1) In contract law, the offeree's notification to the offeror that the offeree agrees to be bound by the terms of the offeror's proposal. Although historically the terms of acceptance had to be the mirror image of the terms of the offer, the Uniform Commercial Code provides that even modified terms of the offer in a definite expression of acceptance constitute a contract. (2) In negotiable instruments law, the drawee's signed agreement to pay a draft when presented. |
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Term
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Definition
| A meeting of two or more minds in regard to the terms of a contract; usually broken down into two events: an offer by one party to form a contract, and an acceptance of the offer by the person to whom the offer is made. |
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Definition
| An offeree's response to an offer in which the offeree rejects the original offer and at the same time makes a new offer. |
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Definition
| To bar, impede, or preclude. |
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| A rule providing that an acceptance of an offer becomes effective on dispatch (on being placed in a mailbox), if mail is, expressly or impliedly, an authorized means of communication of acceptance to the offeror. |
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Term
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Definition
| A common law rule that requires, for a valid contractual agreement, that the terms of the offeree's acceptance adhere exactly to the terms of the offeror's offer. |
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Term
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Definition
| the two-way agreement between parties with the intent to form a contract. Mutual assent takes the form of offer and acceptance, referred to as a meeting of the minds. It signifies the moment at which an agreement is reached, assuming all other legal requirements are in place. |
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Definition
| A promise or commitment to perform or refrain from performing some specified act in the future. |
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Definition
| A contract under which the offeror cannot revoke his or her offer for a stipulated time period and the offeree can accept or reject the offer during this period without fear that the offer will be made to another person. The offeree must give consideration for the option (the irrevocable offer) to be enforceable. |
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Term
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Definition
| A doctrine that applies when a promisor makes a clear and definite promise on which the promisee justifiably relies; such a promise is binding if justice will be better served by the enforcement of the promise. |
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Term
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| In contract law, the withdrawal of an offer by an offeror. Unless an offer is irrevocable, it can be revoked at any time prior to acceptance without liability. |
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Definition
| An agreement for payment (or other performance) between two parties, one of whom has a right of action against the other. After the payment has been accepted or other performance has been made, the accord and satisfaction is complete and the obligation is discharged. |
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Definition
| Generally, the value given in return for a promise or a performance. The consideration, which must be present to make the contract legally binding, must be something of legally sufficient value and bargained for. |
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Definition
| An agreement to substitute a contractual obligation for some other type of legal action based on a valid claim. |
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Term
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Definition
| The act of refraining from an action that one has a legal right to undertake. |
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Term
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Definition
| An act done before the contract is made, which ordinarily, by itself, cannot be consideration for a later promise to pay for the act. |
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Definition
| A contract in which one party forfeits the right to pursue a legal claim against the other party. |
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Term
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Definition
| (pronounced reh-sih-zhen) A remedy whereby a contract is canceled and the parties are returned to the positions they occupied before the contract was made; may be effected through the mutual consent of the parties, by their conduct, or by court decree. |
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Term
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Definition
| A standard-form contract, such as that between a large retailer and a consumer, in which the stronger party dictates the terms. |
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Term
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Definition
| The age at which an individual is considered legally capable of conducting himself or herself responsibly. A person of this age is entitled to the full rights of citizenship, including the right to vote in elections. In contract law, one who is no longer an infant and can no longer disaffirm a contract. |
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Term
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Definition
| State or local laws that prohibit the performance of certain types of commercial activities on Sunday. |
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Term
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Definition
| The threshold mental capacity required by the law for a party who enters into a contract to be bound by that contract. |
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Definition
| A contractual promise to refrain from competing with another party for a certain period of time (not excessive in duration) and within a reasonable geographic area. Although covenants not to compete restrain trade, they are commonly found in partnership agreements, business sale agreements, and employment contracts. If they are ancillary to such agreements, covenants not to compete will normally be enforced by the courts unless the time period or geographic area is deemed unreasonable. |
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Term
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Definition
| The legal avoidance, or setting aside, of a contractual obligation. |
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Term
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Definition
| In regard to minors, the act of being freed from parental control; occurs when a child's parent or legal guardian relinquishes the legal right to exercise control over the child. Normally, a minor who leaves home to support himself or herself is considered emancipated. |
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Term
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Definition
| A clause that releases a contractual party from liability in the event of monetary or physical injury, no matter who is at fault. |
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Definition
| Necessities required for life, such as food, shelter, clothing, and medical attention; may include whatever is believed to be necessary to maintain a person's standard of living or financial and social status. |
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Term
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Definition
| The act of accepting and giving legal force to an obligation that previously was not enforceable. |
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Term
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Definition
| Charging an illegal rate of interest. |
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Term
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Definition
| (pronounced sy-en-ter) Knowledge by the misrepresenting party that material facts have been falsely represented or omitted with an intent to deceive. |
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Term
| innocent misrepresentation |
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Definition
| A false statement of fact or an act made in good faith that deceives and causes harm or injury to another. |
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Term
| negligent misrepresentation |
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Definition
| Any manifestation through words or conduct that amounts to an untrue statement of fact made in circumstances in which a reasonable and prudent person would not have done (or failed to do) that which led to the misrepresentation. A representation made with an honest belief in its truth may still be negligent due to (1) a lack of reasonable care in ascertaining the facts, (2) the manner of expression, or (3) the absence of the skill or competence required by a particular business or profession. |
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Term
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Definition
| A secondary promise that is ancillary (subsidiary) to a principal transaction or primary contractual relationship, such as a promise made by one person to pay the debts of another if the latter fails to perform. A collateral promise normally must be in writing to be enforceable. |
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Term
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Definition
| A written contract that constitutes the final expression of the parties' agreement. If a contract is integrated, evidence extraneous to the contract that contradicts or alters the meaning of the contract in any way is inadmissible. |
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Term
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Definition
| A term that originally meant "oral evidence," but which has come to refer to any negotiations or agreements made prior to a contract or any contemporaneous oral agreements made by the parties. |
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Term
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Definition
| An agreement made before marriage that defines each partner's ownership rights in the other partner's property. Prenuptial agreements must be in writing to be enforceable. |
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Term
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Definition
| A state statute under which certain types of contracts must be in writing to be enforceable. |
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Term
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Definition
| In real property law, the voluntary transfer of property from one person to another (as opposed to a transfer by operation of law). |
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Term
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Definition
| The person to whom contract rights are assigned. |
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Term
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Definition
| he act of transferring to another all or part of one's rights arising under a contract. |
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Term
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Definition
| The person who assigns contract rights. |
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Term
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Definition
| One to whom contract duties are delegated by another, called the delegator. |
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Term
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Definition
| The transfer of a contractual duty to a third party. The party delegating the duty (the delegator) to the third party (the delegatee) is still obliged to perform on the contract should the delegatee fail to perform. |
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Term
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Definition
| One who delegates his or her duties under a contract to another, called the delegatee. |
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Term
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Definition
| A third party who incidentally benefits from a contract but whose benefit was not the reason the contract was formed; an incidental beneficiary has no rights in a contract and cannot sue to have the contract enforced. |
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Term
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Definition
| A third party for whose benefit a contract is formed; an intended beneficiary can sue the promisor if such a contract is breached. |
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Term
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Definition
| One to whom an obligation is owed. |
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Term
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Definition
| One that owes an obligation to another. |
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Term
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Definition
| The relationship that exists between the promisor and the promisee of a contract. |
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Term
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Definition
| Proportionately; in proportion. |
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Term
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Definition
| One for whose benefit a promise is made in a contract but who is not a party to the contract. |
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Term
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Definition
| An assertion or action by a party indicating that he or she will not perform an obligation that the party is contractually obligated to perform at a future time. |
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Term
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Definition
| The failure, without legal excuse, of a promisor to perform the obligations of a contract. |
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Term
| commercial impracticability |
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Definition
| A doctrine under which a seller may be excused from performing a contract when (1) a contingency occurs, (2) the contingency's occurrence makes performance impracticable, and (3) the nonoccurrence of the contingency was a basic assumption on which the contract was made. Despite the fact that UCC 2_x0013_615 expressly frees only sellers under this doctrine, courts have not distinguished between buyers and sellers in applying it. |
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Term
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Definition
| Conditions in a contract that must occur or be performed at the same time; they are mutually dependent. No obligations arise until these conditions are simultaneously performed. |
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Term
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Definition
| A possible future event, the occurrence or nonoccurrence of which will trigger the performance of a legal obligation or terminate an existing obligation under a contract. |
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Term
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Definition
| A condition in a contract that must be met before a party's promise becomes absolute. |
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Term
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Definition
| A condition in a contract that operates to terminate a party's absolute promise to perform. |
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Term
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Definition
| The termination of an obligation. (1) In contract law, discharge occurs when the parties have fully performed their contractual obligations or when events, conduct of the parties, or operation of the law releases the parties from performance. (2) In bankruptcy proceedings, the extinction of the debtor's dischargeable debts. |
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Term
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Definition
| The release of a debtor from all debts that are provable, except those specifically excepted from discharge by statute. |
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Term
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Definition
| A court-created doctrine under which a party to a contract will be relieved of his or her duty to perform when the objective purpose for performance no longer exists (due to reasons beyond that party's control). |
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Term
| impossibility of performance |
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Definition
| A doctrine under which a party to a contract is relieved of his or her duty to perform when performance becomes impossible or totally impracticable (through no fault of either party). |
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Term
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Definition
| An agreement between the parties to cancel their contract, releasing the parties from further obligations under the contract. The object of the agreement is to restore the parties to the positions they would have occupied had no contract ever been formed. See also Rescission |
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Term
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Definition
| The substitution, by agreement, of a new contract for an old one, with the rights under the old one being terminated. Typically, there is a substitution of a new person who is responsible for the contract and the removal of an original party's rights and duties under the contract. |
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Term
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Definition
| In contract law, the fulfillment of one's duties arising under a contract with another; the normal way of discharging one's contractual obligations. |
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Term
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Definition
| An unconditional offer to perform an obligation by a person who is ready, willing, and able to do so. |
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Term
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Definition
| Special damages that compensate for a loss that is not direct or immediate (for example, lost profits). The special damages must have been reasonably foreseeable at the time the breach or injury occurred in order for the plaintiff to collect them. |
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Term
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Definition
| Losses reasonably associated with, or related to, actual damages resulting from a breach of contract. |
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Term
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Definition
| An amount, stipulated in the contract, that the parties to a contract believe to be a reasonable estimation of the damages that will occur in the event of a breach. |
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Term
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Definition
| A rule requiring a plaintiff to have done whatever was reasonable to minimize the damages caused by the defendant. |
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Term
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Definition
| A small monetary award (often one dollar) granted to a plaintiff when no actual damage was suffered or when the plaintiff is unable to show such loss with sufficient certainty. |
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Term
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Definition
| A sum inserted into a contract, not as a measure of compensation for its breach but rather as punishment for a default. The agreement as to the amount will not be enforced, and recovery will be limited to actual damages. |
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Term
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Definition
| A court-ordered correction of a written contract so that it reflects the true intentions of the parties. |
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Term
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Definition
| An equitable remedy under which a person is restored to his or her original position prior to loss or injury, or placed in the position he or she would have been in had the breach not occurred. |
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Term
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Definition
| An equitable remedy requiring the breaching party to perform as promised under the contract; usually granted only when money damages would be an inadequate remedy and the subject matter of the contract is unique (for example, real property). |
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Term
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Definition
| An intentional, knowing relinquishment of a legal right. |
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Term
| elements needed to prove a contract existed |
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Definition
i. Agreement – includes an offer and an acceptance
ii. Consideration – any promise by parties must be supported by bargained for consideration
iii. Contractual capacity –all parties must have contractual capacity
iv. Legality – contract must not accomplish an illegal goal
v. Defenses: no genuine assent and improper form |
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Term
| Requirements of an implied(in-fact) contract |
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Definition
-P(lantiff) furnished a service
-D(efendant) knew or should have known P wanted to contract
-D had a chance to say “no” to the services |
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Term
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Definition
-an agreement (offer and acceptance)
-sufficient consideration
-a legal purpose
-contractual capacity |
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Term
| Requirements for a valid offer: |
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Definition
-Serious objective intent
-Terms must be reasonably certain
-Offer must be communicated to offeree |
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Term
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Definition
Not drink until the age of 18, uncle pays $. Uncle dies while collecting interest years later.
Established that forbearance of legal rights (voluntarily abstaining from one's legal rights) on promises of future benefit made by other parties can constitute valid consideration. |
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Term
| When do courts look at adequacy of consideration? |
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Definition
| fraud, undue influence, duress, or lack of a bargained-for exchange |
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Term
| Agreements that lack consideration: |
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Definition
-Preexisting duty
-Past Consideration
-Illusory Promises |
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Term
| Requirements for Promissory Estoppel |
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Definition
-Clear and definite promise
-Promise must clearly rely on the promise
-Reliance must be of substantial and definite character
-Justice must be served by promissory estoppel |
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Term
| A contract for necessaries must |
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Definition
(Involves Minor)
1) item must be necessary for minors existence
2) level of value must be necessary to sustain social status or way of life
3) minor must not have guardian |
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Term
| Procedural Unconscionability |
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Definition
| Occurs if a contract is made or altered because of a party's lack of knowledge or understanding of the contract. |
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Term
| Substantive Unconscionability |
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Definition
| This exists when a contract, or one of its terms, is oppressive or overly harsh. |
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Term
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Definition
Outrageous contract
-Procedural Unconscionability
-Substantive Unconscionability |
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Term
| Bilateral Mistake (both parties mistaken) |
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Definition
| contract can be rescinded by either party |
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Term
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Definition
Enforceable UNLESS:
-other party know or should have known that mistake was made
-mistake was due to substantial mathematical error, made inadvertently and WITHOUT gross negligence. |
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Term
| Contracts that fall within the Statute of Frauds |
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Definition
e.g. required to be in writing:
-sale of land
-terms that can't be performed within one year
-Secondary contracts (ex: promise to pay for another's debts
-Promises in the consideration of marriage
-Contracts for the sale of goods greater than $500 |
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Term
| Exceptions to the Statute of Frauds |
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Definition
-Partial Performance
-Admission in Court
-Promissory Estoppel |
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Term
| Exceptions to the Parole Evidence Rule |
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Definition
prevents a party to a written contract from presenting extrinsic evidence that contradicts or adds to the written terms of the contract that appears to be whole.
-Subsequent Modification -Voidable or Void Contracts -Ambiguous Terms (may also look at prior dealings) |
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Term
| What contracts can't be assigned |
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Definition
-Statute prohibits assignment
-Personal service contracts
-Assignment will increase or alter duties of the obligor
-Contract prohibits assignment |
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Term
| What duties can't be delegated |
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Definition
-Some personal service contracts
-3rd party cannot perform to the level of delegator
-Contract prohibits delegation |
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Term
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Definition
(third person designated to receive the benefit of performance )
one to whom the promisee owes or is believed to owe a duty which is discharged by the promisor's performance |
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Term
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Definition
| A person who is considered a non-party in a contract but still receives a benefit from the completion of the contract. |
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