Term
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Definition
| a person who has not reached the age of majority |
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Term
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Definition
| a doctrine that allows minors to disaffirm (cancel) most contracts they have entered into with adults |
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Term
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Definition
| the act of a minor to rescind a contract under the infancy doctrine, can be done orally, written of by minors conduct |
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Term
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Definition
| a rule that states that a minor is obligated only to return the goods or property he or she has received from the adult in the condition it is in at the time of disaffirmance |
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Term
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Definition
| a rule that states that is a minor has transferred money, property, or other valuables to the competent party before disaffirming the contract, that party must place the minor in status quo |
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Term
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Definition
| the act of a minor after the minor has reached the age of majority by which he or she accepts a contract entered into when he or she was a minor |
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Term
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Definition
| the act or process of a minor voluntarily leaving home & living apart from his or her parents |
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Term
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Definition
| food, clothing, shelter, medical care, & other items considered necessary to the maintenance of life. minors must pay the reasonable value of necessaries of life for which they contract |
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Term
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Definition
| a state of contractual incapacity, as determined by law |
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Term
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Definition
| declared legally insane by a proper court or administrative agency |
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Term
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Definition
| a contract that has a lawful object |
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Term
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Definition
| a contract that has an illegal object (such contracts are void) |
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Term
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Definition
| a law that sets an upper limit on the interest rate that can be charged on certain types of loans |
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Term
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Definition
| statutes that make certain forms of gambling illegal |
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Term
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Definition
| a doctrine that states that the courts will refuse to enforce or rescind an illegal contract and will leave the parties where it finds them |
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Term
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Definition
| a situation in which both parties are equally at fault in an illegal contract |
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Term
| Covenant not to compete (noncompete clause) |
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Definition
| a contract that provides that a seller of a business or an employee will not engage in a similar business or occupation within a specified geographical area for a specified time following the sales of the business or termination of employment |
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Term
| Legal Enforceable Contract |
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Definition
| a contract in which if one party fails to perform as promised, the other party can use the court system to enforce the contract & recover damages or other remedy |
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Term
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Definition
| the party who makes an offer to enter into a contract |
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Term
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Definition
| the party to whom an offer to enter into a contract is made |
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Term
| Uniform Commercial Code (UCC) |
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Definition
| a comprehensive statutory scheme that includes laws that coer aspects of commercial transactions |
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Term
| Restatement Of The Law Of Contracts |
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Definition
| a compilation of model contract law principles drafted by legal scholars |
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Term
| Objective Theory of Contracts |
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Definition
| a theory that says the intent to contract is judged by the reasonable person standard & not by the subjective intent of the parties |
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Term
| Electronic Commerce (E-Commerce) |
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Definition
| the sale & lease of goods & services & other property & the licensing of software over the internet or by other electronic means |
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Term
| Electronic Contract (E-Contract) |
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Definition
| a contract that is formed electronically |
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Term
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Definition
| a contract entered into by way of exchange of promises of the parties; "a promise for a promise" |
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Term
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Definition
| a contract in which the offeror's offer can be accepted only by the performance of an act by the offeree; "promise for an act" |
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Term
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Definition
| a contract that requires a special form or method of creation |
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Term
| Informal Contract (Simple Contract) |
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Definition
| a contract that is not formal, can be sued upon if breached |
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Term
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Definition
| a contract that meets all the essential elements to establish a contract; a contract that is enforceable by at least one of the parties |
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Term
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Definition
| a contract that has no legal effect; a nullity |
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Term
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Definition
| a contract in which one or both parties have the option to void their contractual obligations, if the contract is voided both parties are released from their contractable obligations |
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Term
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Definition
| a contract in which the essential elements to create a valid contract are met but there is some legal defense to the enforcement of the contract |
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Term
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Definition
| a contract that has been fully performed on both sides; a completed contract |
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Term
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Definition
| a contract that has not been fully performed by either or both sides |
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Term
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Definition
| an agreement that is expressed in written or oral words |
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Term
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Definition
| a contract in which agreement between parties has been inferred from their conduct |
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Term
| Quasi-Contract (Implied-In-Law Contract) |
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Definition
| an equitable doctrine whereby a court may award monetary damages to a plaintiff for providing work or services to a defendant even though no actual contract existed (intended to prevent unjust enrichment & unjust detriment) |
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Term
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Definition
| a doctrine that permits judges to make decision based on fairness, equality, moral rights, and natural law |
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Term
| Objective Theory of Contracts |
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Definition
| a theory that says the intent to contact is judged by the reasonable person standard & not by the subjective intent of the parties |
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Term
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Definition
| a term in a contract that can reasonably be supplied by the courts |
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Term
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Definition
| an invitation to make an offer or an actual offer |
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Term
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Definition
| an auction in which the seller has the right to refuse the highest bid & withdraw the goods for sale |
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Term
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Definition
| an auction in which the seller expressly gives up his or her right to withdraw the goods from sale & must accept the highest bid |
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Term
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Definition
| withdrawal of an offer by the offeror that terminates the offer |
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Term
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Definition
| express words or conduct by the offeree to reject an offer |
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Term
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Definition
| the enactment of a statue, regulation, or court decision that makes the object of an offer illegal. This terminates the offer |
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Term
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Definition
| a stated time period after which a offer terminates, if no time is stated the offer terminates after a reasonable time |
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Term
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Definition
| a rule which states that for an acceptance to exist, the offeree must accept the terms as stated in the offer |
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Term
| Acceptance-Upon-Dispatch Rule (mailbox rule) |
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Definition
| a rule which states that an acceptance is effective when it is dispatched, even if it is lost in transmission |
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Term
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Definition
| the proper addressing, packaging, & posting of an acceptance |
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Term
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Definition
| a mode of acceptance that is implied from what is customary in similar transactions, usage of trade, or prior dealings between the parties |
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Term
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Definition
| a stipulation in an offer that says the acceptance must be by a specified means of communication |
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Term
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Definition
| something of legal value given in exchange for a promise |
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Term
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Definition
| support for a contract when either (1) the promisee suffers a legal detriment or (2) the promisor receives a legal benefit |
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Term
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Definition
| exchange that parties engage in that leads to an enforceable contract |
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Term
| Gift Promise (gratuitous promise) |
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Definition
| a promise that is unenforceable because it lacks consideration |
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Term
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Definition
| a promise to refrain from doing an illegal act. Such a promise will not support a contract |
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Term
| illusory Promise (illusory Contract) |
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Definition
| a contract into which both parties enter but one or both of the parties can choose not to perform their contractual obligations. thus, the contact lacks consideration |
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Term
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Definition
| something a person is already under an obligation to do, a promise lacks consideration if a person promises to perform a preexisting duty |
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Term
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Definition
| a prior act or performance; will not support a new contract, new consideration must be given |
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Term
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Definition
| a contract in which a seller agrees to sell all of its production to a single buyer |
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Term
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Definition
| a contract in which a buyer agrees to purchase all of its requirements for an item from one seller |
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Term
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Definition
| a contract which contains a clause that requires one or both of the parties to use their best efforts to achieve the objective of the contract |
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Term
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Definition
| an agreement whereby the parties agree to accept something different in satisfaction of the original contract |
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Term
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Definition
| the performance of an accord |
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Term
| Promissory Estoppel (Detrimental Reliance) |
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Definition
| an equitable doctrine that prevents the withdrawal of a promise by a promisor if it will adversely affect a promisee who has adjusted his or her position in justifiable reliance on the promise |
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Term
| Contract Contrary to Public Policy |
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Definition
| a contract that has a negative impact on society or that interferes with the publics safety & welfare |
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Term
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Definition
| a contract whose objective is the commission of an act that society considers immoral |
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Term
| Contract In Restraint of Trade |
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Definition
| a contract that unreasonably restrains trade |
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Term
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Definition
| a statute that requires a person or business to obtain a license from the government prior to engaging in a specified occupation or activity |
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Term
| Reulatory Licensing Statute |
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Definition
| a licensing statute enacted to protect the public |
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Term
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Definition
| a licensing statute with the primary purpose of raising revenue for the government |
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Term
| Exculpatory Clause (Release of Liability Clause) |
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Definition
| a contractual provison that revieves one (or both) of the parties to a contract from tort liability for ordinary negligence |
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Term
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Definition
| a contract that courts refuse to enforce in part or at all because it is so oppressive or manifestly unfair as to be unjust |
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Term
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Definition
| the requirement that a party's assent to a contract be genuine |
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Term
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Definition
| an action to undo a contract |
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Term
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Definition
| a mistake in which only one party is mistaken about a material fact regarding the subject matter of a contract |
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Term
| Mutual Mistake of a Material Fact |
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Definition
| a mistake made by both parties concerning a material fact that is important to the subject matter of a contract |
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Term
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Definition
| a mistake that occurs if both parties know the object of the contract but are mistaken as to its value |
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Term
| Fraudulent Misrepresentation (fraud) |
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Definition
| an event that occurs when one person consciously decides to induce another person to rely and act on a misrepresentation |
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Term
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Definition
| knowledge that a representation is false or that it was made without sufficient knowlegde of the truth |
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Term
| Fraud In The Inception (Fraud in the Factum) |
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Definition
| fraud that occurs if a person is deceived as to the nature of his or her act & does not know what he or she is signing |
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Term
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Definition
| fraud that occurs when the party knows what he or she is signing but has been fraudulently induced to enter into the contract |
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Term
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Definition
| fraud that occurs when one party takes specific action to conceal a material fact from another party |
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Term
| Innocent Misrepresentation |
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Definition
| fraud that occurs when a person makes a statement of fact that he or she honestly & reasonably believes to be true even though it is not |
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Term
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Definition
| a situation in which one party threatens to do a wrongful act unless the other party enters into a contract |
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Term
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Definition
| a situation in which one person takes advantage of another persons mental, emotional, or physical weakness & unduly persuades that person to enter into a contract; the persuasion of the wrongdoer must overcome the free will of the innocent party |
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Term
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Definition
| a state statute that requires certain types of contracts to be in writing |
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Term
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Definition
| the land itself, as well as buildings, trees, soil, minerals, timber, plants, crops, fixtures & other things permanently affixed to the land or buildings |
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Term
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Definition
| an interest in real property given to a lender as security for the repayment of a loan |
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Term
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Definition
| the transfer of the right to use real property of a specified period of time |
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Term
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Definition
| an interest in real property for a persons lifetime; upon that persons death, the interest will be transferred to another party |
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Term
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Definition
| a right to use someone elses land without owning or leasing it |
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Term
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Definition
| a rule that states that an executory contract that cannont be performed by its own terms within one year of its formation must be in writing |
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Term
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Definition
| a promise in which one person agrees to answer for the debts or duties of another person |
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Term
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Definition
| a person who agrees to pay a debt if the primary debtor does not |
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Term
| Main Purpose Exception (Leading Object Exception) |
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Definition
| an exception to the statute of frauds that states that if the main purpose of a transaction & an oral collateral contract is to provide pecuniary benefit to the guarantor, the collateral contract does not have to be in writing to be enforced |
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Term
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Definition
| a rule that says that agents contracts to sell propety covered by the Statute of Frauds must be in writing to be enforceable |
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Term
| Section 2-201(1) of the Unifrom Commercial code (UCC) |
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Definition
| sales of goods that are costing $500 or more must be in writing |
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Term
| Section 2A-201 (1) of the Unifrom Commerical Code (UCC) |
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Definition
| lease contracts involving payments of $1000 or more must be in writing |
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Term
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Definition
| an equitable doctrine that allows the court to order an oral contract for the sale of land or transfer of another interest in real property to be specifically performed if it has been partially performed & performance is necessary to avoid injustice |
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Term
| Integration of Several Writings |
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Definition
| the combination of several writings to form a single contract |
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Term
| Incorporation by Reference |
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Definition
| integration made by express reference in one document that refers to & incorporates another document within it |
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Term
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Definition
| any oral or written words outside the four corners of a written contract |
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Term
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Definition
| a rule that says if a written contract is a complete & final statement of the parties agreement, any prior or contemporaneous oral or written statements that alter, contradict, or are in addition to the terms of the written contract are inadmissible in court regarding a dispute over the contract |
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Term
| Merger Clause (Integration Clause) |
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Definition
| a clause in a contract that stipulates that it is a complete integration & the exclusive expression of the parties agreement |
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Term
| Promissory Estoppel (equitable Estoppel) |
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Definition
| an equitable doctine that permits enforement of oral contracts that should have been in writing (it is applied to avoid injustice |
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Term
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Definition
| the state of two specified parties being in a contract |
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Term
| Assignment of Rights(assignment) |
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Definition
| the transfer of contractual rights by an obligee to another party |
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Term
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Definition
| an obliee who transfers a right |
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Term
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Definition
| a party to whom a right has been transferred |
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Term
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Definition
| a clause that prohibits the assignment of rights under the contract |
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Term
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Definition
| a transfer of contractual duties by an obligor to another party for performance |
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Term
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Definition
| an obligor who has transferred his or her duty |
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Term
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Definition
| a party to whom a duty has been transferred |
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Term
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Definition
| a situation in which a delegation of duties contains the term assumptions, i assum duties, or other similar language. In such a case the delegatee is legally liable to the obligee for nonperformance |
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Term
| Intended Third-Party Beneficiary |
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Definition
| a third party who is not in privity of contract but who has rights under the contract & can enforce the contract against the promisor |
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Term
| Donee Beneficiary Contract |
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Definition
| a contract entered into with the intent to confer a benefit or gift on an intended third party |
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Term
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Definition
| A third party on who a benefit is to be conferred |
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Term
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Definition
| an original creditor who becomes a beneficiary under the debtors new contract with another party |
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Term
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Definition
| a party who is unintentionally benefited by other peoples contracts |
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Term
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Definition
| an unconditional promise to perform |
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Term
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Definition
| a qualification of a promise that becomes a covenant if it is met. There are three types of conditions: conditions precedent, conditions subsequent, and concurrent conditions |
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Term
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Definition
| a condition that requires the occurence of an event before a party is obligated to perform a duty under a contract |
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Term
| Personal Satisfaction Test |
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Definition
| a subjective test that applies to contracts involving personal taste and comfort |
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Term
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Definition
| an objective test that applies to commercial contracts & contracts involving mechanical fitness |
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Term
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Definition
| a condition whose occurrence or nonoccurrence of a specific event automatically excuses the performance of an existing contractual duty to perform |
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Term
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Definition
| a condition that exist when the parties to a contract must render performance simultaneously; each party's absolute duty to perform is conditioned on the other party's absolute duty to perform |
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Term
| Implied-In-Fact Condition |
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Definition
| a condition that can be implied from the circumstances surrounding a contract & the parties conduct |
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Term
| Novation Agreement (novation) |
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Definition
| an agreement that substitutes a new party for one of the original contracting parties & relieves the exiting party of liability on the contract |
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Term
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Definition
| the settlement of a contract dispute |
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Term
| Impossibility of Performance (Objective Impossibility) |
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Definition
| Nonperformance that is excused if a contract becomes impossible to perform. It must be objective impossibility, not subjective |
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Term
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Definition
| a clause in a contract in which the parties specify certain events that will excuse nonperformance |
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Term
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Definition
| a statute that establishes the time period during which a lawsuit must be brought; if the lawsuit is not brought within this period the party loses the right to sue |
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Term
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Definition
| a situation that occurs if one or both of the parties do not perform their duties as specified in the contract |
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Term
| Complete Performance (strict performance) |
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Definition
| a situation in which a party to a contract renders performance exactly as required by the contract. Complete performance discharges that party's obligations under the contract |
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Term
| Tender of Performance (Tender) |
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Definition
| an unconditional & absolute offer by a contracting party to perform his or her obligations under a contract |
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Term
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Definition
| performance by a contracting party that deviates only slightly from complete performance |
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Term
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Definition
| a breach that occurs when a party renders substantial performance of his or her contractual duties |
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Term
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Definition
| a breach that occurs when a party renders inferior performance of his or her contractual duties |
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Term
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Definition
| a situation i which a party fails to perform express or implied contractual obligations & impairs or destroys the essence of a contract |
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Term
| Anticipatory Breach (anticipatory Repudiation) |
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Definition
| a breach that occurs when one contracting party informs the other that he or she will not perform his or her contractual duties when due |
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Term
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Definition
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Term
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Definition
| an award of money intended to compensate a nonbreaching party for the loss of the bargain. Compensatory damages place the nonbreaching party in the same position as if the contract had been fully performed by restoring the "benefit of the bargain" |
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Term
| Consequential Damages (Special Damages) |
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Definition
| foreseeable damages that arise from circumstances outside a contract. To be liable for these damages, the breaching party must know or have reason to know that breach will cause special damages to the other party |
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Term
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Definition
| damages awarded when the nonbreaching party sues the breaching party even though no financial loss has resulted from the breach. Nominal damages are usually $1 or some other small amount |
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Term
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Definition
| a nonbreaching party's legal duty to avoid or reduce damages caused by a breach of contract |
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Term
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Definition
| damages that parties to a contract agree in advance should be paid if the contract is breached |
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Term
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Definition
| an action to rescind (undo) a contract. Rescission is available if there has been a martial breach of contract, fraud, duress, undue influence, or mistake |
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Term
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Definition
| the return of goods or property received from the other party to rescind a contract. If the actual goods or property are not available, a cash equivalent must be made |
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Term
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Definition
| an order of the court that enables a government officer to seize property of the breaching party & sell it at auction to satisfy a judgement |
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Term
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Definition
| an order of the court that orders that wages, bank accounts, or other property of the breaching party held by third persons be paid to the nonbreaching party to satisfy a judgment |
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Term
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Definition
| a remedy that is available if there has been a breach of contract that cannot be adequately compensated through a legal remedy or to prevent unjust enrichment |
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Term
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Definition
| a remedy that orders the breaching party to perform the acts promised in the contract. Specific performance is usually awarded in cases in which the subject matter is unique, such as in contracts involving land, heirlooms, and paintings |
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Term
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Definition
| an equitable doctrine that permits the court to rewrite a contract to express the parties' true intentions |
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Term
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Definition
| a court order that prohibits a person from doing a certain act |
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Term
| Intentional Interference With Contractual Relations |
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Definition
| a tort that arises when a third party induces a contracting party to breach the contract with another party |
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Term
| Covenant of Good Faith & Fair Dealing |
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Definition
| an implied covenant under which the parties to a contract not only are held to the express terms of the contract but are also required to act in "good faith" & deal fairly in all respects in obtaining the objective of the contract |
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