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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 competent parties who agree, for consideration, to perform or to refrain from performing some legal 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 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, for its validity |
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| a contract formed in whole or in part from the conduct of the parties (as opposed to an express K) |
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| a contract that does not require a specific form or formality to be valid |
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| 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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| a person to whom an offer is made |
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| a person who makes an offer |
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| an assertion that something either will or will not happen in the future |
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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 the parties by a court in the interests of fairness and justice usually 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 be accepted only by the offeree's performance |
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| a contract that results when the 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 (cancelled, annulled) at the option of one or both parties |
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| a voluntary act by the offeree that shows assent, or agreement, to the terms of an offer (may consist of words or conduct) |
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| a common means of settling a disputed claim, whereby a debtor offers to pay a lesser amount than the creditor purports is owed. The creditor's acceptance of the offer creates an accord (agreement), and when the accord is executed, satisfaction occurs. |
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| 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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| Generally, the value given in return for a promise involves two elements-the giving of something of legally sufficient value and a bargained-for exchange. It must result in a detriment to the promisee or a benefit to the promisor. |
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| an agreement to substitute a contractual obligation for some other type of legal action based on a valid claim |
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| barred, impeded, or precluded |
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| the act of refraining from an action that one has a legal right to undertake |
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| a debt for which the amount has been ascertained, fixed,a greed on, settled, or exactly determined. If the amount of the debt is in dispute, the debt is considered unliquidated |
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| a rule providing that an acceptance of an offer becomes effective on dispatch (on being placed in an official mailbox), if mail is, expressly or impliedly, an authorized means of communication of acceptance to the offeror |
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| a common law rule that requires that the terms of the offeree's acceptance adhere exactly to the terms of the offeror's offer for a valid contract to be formed |
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| a promise or commitment to perform or refrain from performing some specified act in the future |
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| a contract under which the offeror cannot revoke the offer for a stipulated time period. During this period, the offeree can accept or reject the offer 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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| an act that takes place before the contract is made and that ordinarily, by itself, cannot be consideration for a later promise to pay for the act |
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| 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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| a contract in which one party forfeits the right to pursue a legal claim against another party |
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| a remedy whereby a contract is canceled and the parties are returned to the positions whey occupied before the contract was made may be effected through the mutual consent of the parties, by the parties' conduct, or by court decree |
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| in contract law, the withdrawal of an offer by an offeror. Unless the offer is irrevocable, it can be revoked at any time prior to acceptance without liability |
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| 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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| state or local laws that prohibit the performance of certain types of commercial activities on Sunday |
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| state laws that regulate the offering and sale of securities for the protection of the public |
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| the threshold mental capacity required by law for a party who enters into a contract to be bound by that contract |
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| a contractual promise of one party to refrain from conducting business similar to that of another party for a certain period of time and within a specified geographic area. Courts commonly enforce such covenants if they are reasonable in terms of time and geographic area and are a part of, or supplemental to, a contract for the sale of a business or an employment contract |
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| the legal avoidance, or setting aside, of a contractual obligation |
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| 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 him/herself is considered emancipated |
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| a contract between an employer and an employee in which the terms and conditions of employment are stated |
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| 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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| 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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| the act of accepting and giving legal force to an obligation that previously was not enforceable |
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| a court-ordered correction of a written contract so that it reflects the true intentions of the parties |
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| a contract or clause that is void on the basis of public policy because one party, as a result of disproportionate bargaining power, is forced to accept terms that are unfairly burdensome and that unfairly benefit the dominating party |
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| charging an illegal rate of interest |
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| 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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| a secondary promise that is subsidiary to a principle 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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| 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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| a substantive rule of contracts, as well as a procedural rule of evidence, under which a court will not receive into evidence the parties' prior negotiations, prior agreements, or contemporaneous oral agreements if that evidence contradicts or varies the terms of the parties' written contract |
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| 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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| knowledge by the misrepresenting party that material facts have been falsely represented or omitted with an intent to deceive |
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| a state statute under which certain types of contracts must be in writing to be enforceable |
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| the process of transferring land out of one's possession (thus "alienating" the land from oneself) |
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| 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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| a party to whom the rights under a contract are transferred or assigned |
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| the act of transferring to another all or part of one's rights arising under a contract |
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| a party who transfers his or her rights under a contract to another party |
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| The failure, without legal excuse, of a promisor to perform the obligations of a contract |
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| 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 the nonoccurence of the contingency was a basic assumption on which the contract was made. despite the fact that UCC expressly frees only sellers under this doctrine, courts have not distinguished between buyers and sellers in applying it |
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| conditions 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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| a qualification, provision, or clause in a contractual agreement, the occurrence or nonoccurence of which creates, suspends, or terminates the obligations of the contracting parties |
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| in a contractual agreement, a condition that must be met before a party's promise becomes absolute |
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| a condition in a contract that, if not fulfilled, operates to terminate a party's absolute promise to perform |
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| a party to whom contractual obligations are transfered, or delegated |
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| the act of transferring to another all or part of one's duties arising under a contract |
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| a party who transfers (delegates) his/her obligations under a contract to another party |
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| the termination of an obligation. In contract law, discharge occurs when the parties have fully performed their contractual obligations or when events, conduct of the parties, or operation of law releases the parties from performance |
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| a court-created doctrine under which a party to a contract will be relieved of her or his duty to perform when the objective purpose for performance no longer exists |
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| Impossibility of Performance |
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Definition
| a doctrine under which a party to a contract is relieved of her or his duty to perform when performance becomes objectively impossibly or totally impracticable )through no fault of either party) |
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| 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 sure to have the contract enforced. |
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| a third party for whose benefit a contact is formed. He/she can sue the promisor if such a contract is breached |
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| the substitution, by agreement, of a new contract for an old one, witht he rights under the old one being terminated. Typically, novation involves the substitution of a new person who is responsible for the contract adn the removal of the original party's rights and duties under the contract |
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| one to whom an obligation is owed |
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| one who owes an obligation to another |
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| 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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| the relationship that exists between the promisor and the promisee of a contract |
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| an unconditional offer to perform an obligation by a person who is ready, willing, and able to do so |
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| one for whose benefit a promise is made in a contract but who is not a party to the contract |
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| special damages that compensate for a loss that does not directly or immediately result from the breach (for example, lost profits). For the plaintiff to collect consequential damages, they must have been reasonably foreseeable at the time the breach or injury occurred. |
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| damages awarded to compensate for expenses that are directly incurred because of a breach of contract-such as those incurred to obtain performance from another source |
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| an amount, stipulated in a contract, that the parties to the contract believe to be a reasonable estimation of the damages that will occur in the event of a breach |
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| A rule requiring a plaintiff to do whatever is reasonable to minimize the damages caused by the defendant |
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| a small monetary award (often one dollar) granted to a plaintiff when no actual damage was suffered |
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Definition
| a contractual clause that states that a certain amount of monetary damages will be paid in the event of a future default or breach of contract. the damages are a punishment for a default and not a measure of compensation for the contract's breach. The agreement as to the penalty amount will not be enforced, and recovery will be limited to actual damages. |
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| 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/she would have been in had the breach not occurred |
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