Barron's Business Law Vocabulary

Front 1

Abandoned property

Back 1

personal property that the owner has voluntarily relinquished, as to both possession and any claim of title

Front 2

Abandonment

Back 2

surrendering control of property with the intention to relinquish all claims to it. This is a voluntary act; losing property is involuntary. When used in regard to duty, "abandonment" means repudiation.

Front 3

Abandonment (of a trademark)

Back 3

the failure to use a mark after acquiring legal protection may result in the loss of rights, and such loss is known as abandonment

Front 4

abatement of nuisance

Back 4

removal or cessation of that which is causing a nuisance. Also, a suit seeking to terminate a nuisance.

Front 5

ab initio

Back 5

(latin) "from the beginning"

Front 6

absolute privilege

Back 6

protection from liability for slander or libel; this privilege is given under certain circumstances regardless of the fact that the statements are false or maliciously made; it applies to judicial and legislative proceedings where defamatory statements were allegedly made

Front 7

absorb

Back 7

to acquire or take in, as a merger

Front 8

abstention

Back 8

to abstain from voting (not vote)

Front 9

abstract

Back 9

in patent law, a concise paragraph found on the front page of an issued patent certificate that briefly describes the workings and features of the invention

Front 10

abstract of title

Back 10

summary of the transactions by which property (generally, real estate) has changed hands over the years

Front 11

abuse of discretion

Back 11

failure to exercise reasonable, legal discretion. Referring to errors of law and plainly erroneous conclusions of facts, this is a standard that usually must be met in order to overturn decisions of administrative agencies and trail courts

Front 12

abuse of process

Back 12

the use of a court process (e.g., attachment, injunction) for a purpose for which it was not intended

Front 13

abusive (wrongful) discharge

Back 13

a modification of the common law doctrine that "at-will" employees (those without a set term of employment) may be terminated for any reason. This tort occurs if a firing violates a clear mandate of public policy.

Front 14

acceleration clause

Back 14

in a mortgage or a promissory note payable in installments, a provision that default in payment of a single installment makes the entire debt immediately payable

Front 15

acceptance (for contracts)

Back 15

an assent to an offer in accordance with its terms

Front 16

acceptance (for commercial paper)

Back 16

the drawee's signed agreement ot pay a draft upon presentment

Front 17

acceptance of goods

Back 17

UCC 2-606 states that there are three ways a buyer can accept goods: 1. by signifying to the seller that the goods are conforming or that he/she will accept them in spite of their nonconformity; 2. by failing to make an effective rejection; and 3. by doing an act inconsistent with the seller's ownership

Front 18

acceptor

Back 18

the person accepting a draft and thus agreeing to be primarily responsible for its payment. See also drawee.

Front 19

accession

Back 19

an addition to personal property by labor and/or materials. The property owner generally has the right to increased value, although compensation may be required for an accession added in good faith by another person

Front 20

accessory

Back 20

one who assists in or conceals the commission of a crime although not directly participating in the crime

Front 21

accommodation

Back 21

an arrangement made as a favor to another ( and without seeking to accomplish one's own purposes), usually involving a loan of money or commercial paper

Front 22

accommodation indorser

Back 22

an instrument's signer who is not in the chain of title

Front 23

accommodation paper

Back 23

a negotiable instrument in which an accommodation party has, in effect, agreed, usually without consideration, to share liability or potential liability on the instrument with another, accommodated party. See also accommodation party

Front 24

accommodation party

Back 24

a person who signs a negotiable instrument in some capacity (marker, drawer, indorser, acceptor) to lend his/her credit status to another party to the instrument. which then becomes accommodation paper

Front 25

accord

Back 25

agreement to accept performance different from that in the original contract.

Front 26

accord and satisfaction

Back 26

an agreement by the parties to a contract to substitute a new performance in place of, and in satisfaction of, an existing obligation

Front 27

account

Back 27

1. for goods sold or leased or services rendered, a right to payment not evinced by an instrument or chattel paper 2. the concept of the individualized funds maintained by banks for each particular customer.

Front 28

account debtor

Back 28

a person obligated to pay on an account, contract right , chattel paper, or other intangible property right

Front 29

accountant/client privilege

Back 29

law in about 20 states forbidding, in state court, testimony concerns confidential communications; federal courts do not recognize this privilege

Front 30

accounting

Back 30

equitable proceeding/remedy, e.g. in partnership law, whereby the court directs an investigation of all potentially relevant transactions and all records to ascertain the rights and responsibilities (e.g., amounts owed and owing) of the parties.

Front 31

account receivable

Back 31

a debt, owed to a business, that is not supported by negotiable paper (e.g., store charge accounts)

Front 32

account stated

Back 32

an agreement on the final amount due between parties

Front 33

accredited investors

Back 33

banks, insurance companies, and knowledgeable persons who may receive private sales offerings of securities under Regulation D of the Securities and Exchange commission

Front 34

accretion

Back 34

the gradual, natural accumulation of land (sediment) by, and next to, a river or other body of water; method by which a party on whose, or next to whose, real property this sediment (alluvium) accumulates, obtain title over the accumulation.

Front 35

acknowledgment

Back 35

an oath by one who executed a document that he or she executed and that is valid; also, a formal witnessing of an instrument, such as a deed, by a public officer (e.g., notary public or justice of the peace), with the signer declaring that the instrument's execution was voluntary.

Front 36

acquittal

Back 36

verdict or judgment that a criminal defendant has not been proven guilty beyond a reasonable doubt

Front 37

act of God

Back 37

a natural event (e.g., hurricane, tidal wave) operating beyond the control of a party to a contract and excusing his/her performance; also, a tort defense, a type of superseding (intervening) cause

Front 38

act of state doctrine

Back 38

the judicial doctrine that courts should refrain from inquiring into the validity of a foreign nation's actions within its own territory

Front 39

action

Back 39

1. a lawsuit; 2. a legal proceeding commenced by the service of a summons or petition

Front 40

actionable

Back 40

behavior that could be or is the basis for a lawsuit or other legal claim

Front 41

actions at law

Back 41

civil cases in which the plaintiff seeks money damages

Front 42

acts

Back 42

laws passed by Congress or a state legislature

Front 43

actual authority

Back 43

the express or implied authority of an agent to act for a principal

Front 44

adjuster

Back 44

one who settles claims for an insurer; also called a claims adjuster

Front 45

actual malice

Back 45

1. a statement made with the knowledge that it is false or with a reckless disregard for the truth; 2. real and demonstrable evil intent

Front 46

actus reus

Back 46

(latin) "a wrongful act"; if it is combined with mens rea ("guilty mind"), the actor is deemed to be criminally liable

Front 47

adeemed bequest

Back 47

bequest cancelled (ademption) because the specific item was sold, destroyed, or given away prior to the testator's death

Front 48

adequate assurance of due performance

Back 48

in contract and sales law (UCC 2-609), when "reasonable grounds for insecurity" arise with respect to either party's performance, the other party may demand adequate assurance of due performance and, until he/she receives such assurance, may suspend any performance for which he/she has not already received the agreed return

Front 49

adhesion contract

Back 49

a form of contract, usually unconscionable, between a merchant and consumer in which the stronger party (the merchant) dictates the terms, which are in a standard, printed-form contract that the consumer cannot alter.

Front 50

adjudication

Back 50

hearing or otherwise reviewing the claims of litigants and then rendering a judgment; an exercise of judicial power, just as legislation is an exercise of legislative power

Front 51

administrative agency

Back 51

a governmental body (e.g., a board, a commission) created by the federal, state, or local government in order to implement and administer particular legislation

Front 52

administrative dissolution

Back 52

involuntary dissolution of a corporation that is ordered by the appropriate state official or board (e.g., the state secretary of state) because the corporation did not comply with states procedures or other corporate law requirements

Front 53

administrative employee

Back 53

an employee whose primary duty conists of nonmanual work directly related either to management policies or to the general business operations of the employers or the employer's customers

Front 54

administrative law

Back 54

rules, regulations, orders, and decisions issued by administrative agencies. Generally, the term encompasses that body of law created an enforced by the agencies and, on occasion,reviewed by courts of law.

Front 55

administrative law judge (ALJ)

Back 55

a government official who hears and decides administrative cases. Ordinarily, the ALJ's findings of fact and recommendations are presumed correct by higher administrative bodies and courts

Front 56

administrative process

Back 56

procedures governing an agency's exercise of administrative power, as well as a private party's right to advance rule-making proposals, present quasi-judicial claims or defenses, and otherwise take part in administrative proceedings

Front 57

administrative regulation

Back 57

rules adopted by administrative agencies to implement and administer statutes. They have the force of law, absent successful challenge in the courts.

Front 58

administrative search

Back 58

usually a governmental civil inspection of a residential or commercial building to determine compliance with fire, health, and other safety codes.

Front 59

administrator

Back 59

the person named by a probate court to administer the decedent's estate. (Generally, either there was no will or the will did not designate an executor.)

Front 60

admiralty jurisdiction

Back 60

the U.S. Constitution assigns to the federal courts this jurisdiction over matters involving things done upon or relating to the sea, such as navigation, commerce and injuries, also called maritime jurisdiction

Front 61

ad valorem (according to value) tariff

Back 61

an importer must pay a percentage of the value of the imported merchandise

Front 62

adversarial system

Back 62

legal system, found in the United states and some other countries, in which the parties initiate, develop, and present their cases.

Hint 62

compare inquisitorial system

Front 63

adverse possession

Back 63

ownership of real property acquired by openly, continuously, and exclusively occupying the property without the owner's permission and over a period of time established by state statue (varies from about 5 to 30 years). Some states require that the adverse possessor have had some claim of title before hand. Governmental property cannot be acquired by adverse possession.

Front 64

advisory opinion

Back 64

a judicial ruling on the legality of a governmental action, whether already accomplished or merely contemplated, when there is no case or controversy for the court to decide. Some state courts may issue these opinions, but the federal courts have no such authority

Front 65

affectation doctrine

Back 65

doctrine whereby courts refuse to probe congressional motives and uphold regulatory legislation enacted under the commerce clause, if the regulated activity affects, even in a minor way, interstate commerce

Front 66

affiant

Back 66

the person who makes an affidavit

Front 67

affidavit

Back 67

a voluntary, written statement of facts sworn to under penalty of perjury, usually before a notary public or another person authorized to administer oaths

Front 68

affirm

Back 68

to uphold a lower court's judgment

Front 69

affirmative action

Back 69

a policy that certain preferences will be given to minority or other protected class applicants seeking employment, school admissions, or other benefits or opportunities

Front 70

affirmative covenant

Back 70

the borrowers' promise to do certain things under the loan agreement (e.g., to do something on his/her land, such as building or maintaining a dam, bridge, wall, or irrigation or drainage ditch)

Front 71

affirmative defense

Back 71

a defense based not merely on denying the facts asserted by the plaintiff, but also on asserting additional facts or legal theories on the defendant's behalf. Generally the defendant has the burden of proving his/her affirmative defenses

Front 72

affirmative disclosure

Back 72

administrative requirement, such as by the Federal Trade Commission, that an advertiser include certain information in its advertisement so that the ad is not deceptive

Hint 72

as a remedy for past deceptive ads or as a disclaimer that the product will not benefit all members of the public and specifying which members will not be helped

Front 73

after-acquired property

Back 73

property that a debtor obtains after the security agreement is executed

Front 74

after-acquired title

Back 74

if, when a grant deed is executed, the grantor does not have title to the real property referred to in the grant deed but subsequently acquires it, such after-acquired title is deemed automatically transferred to the grantee

Front 75

agency

Back 75

a legal relationship whereby one person acts for another

Front 76

agency by estoppel

Back 76

agency created when a person intentionally or negligently causes or allows a third person to believe that another is his/her agent

Front 77

agency by ratification

Back 77

an agency formed when a principal approves or accepts the benefits of the actions of an otherwise unauthorized agent

Front 78

agency coupled with an interest

Back 78

a special type of agency relationship that is created for the agent's benefit; the principal cannot revoke this type of agency

Front 79

agency fees

Back 79

payments covering the cost of union activities on behalf of non-members whose work unit is represented by a union; the fees are supposed to support only collective bargaining expenses, not other costs such as political activities

Front 80

agency shop

Back 80

a work place where the employee need not join the union but must pay agency fees

Front 81

agent

Back 81

a person authorized to act for another person (the principle)

Front 82

agreement

Back 82

a meeting of the minds; the bargain reached by the parties

Front 83

aid and abet

Back 83

to help another commit a crime; the secondary violation in which the aider and abettor knows or is reckless about the other person's crime (the primary violation) and provides substantial assistance to the carrying out of that crime

Front 84

aided-in-the-agency-relation doctrine

Back 84

any agency doctrine whereby the principal may be held vicariously liable for the wrongful acts of an agent acting outside his/her scope of authority; the liability is because the principal provided the instrumentality or created the circumstances that made it possible for the agent to commit the wrongful act

Front 85

air bill

Back 85

a document of title serving for air transportation as a bill of lading does for marine or rail transportation

Front 86

air rights

Back 86

the exclusive rights of a landowner to the air above his/her land, to that height over which control is reasonable

Front 87

aleatory promise

Back 87

a contractual promise made conditional upon the occurrence or nonoccurence of an uncertain or fortuitous event

Front 88

alibi

Back 88

excuse of being somewhere else when a crime was committed

Front 89

alienation

Back 89

voluntary, absolute transfer of title to, and possession of, real property from one person to another; owners in fee simple have a right to alienate

Front 90

alien corporation

Back 90

a corporation formed under the laws of a foreign country

Front 91

allegation

Back 91

an assertion of a claimed fact, particularly in a pleading

Front 92

allonge

Back 92

a paper physically attached to, and made a part of, a negotiable instrument; this paper generally contains one or more additional indorsements

Front 93

alter ego

Back 93

(latin) "other self"; a person (e.g., an agent) who is legally the same as, an interchangeable with, another person (e.g.,) the principal

Front 94

alternative dispute resolution (ADR)

Back 94

methods of dispute resolution, such as arbitration and mediation, that are different from the traditional judicial process (litigation)

Front 95

ambient air

Back 95

under the Clean Air Act, the air outside(not in buildings)

Front 96

amended and restated articles/certificate

Back 96

a document compiling all previous amendments to the articles/certificate of incorporation into one set of articles or certificate, perhaps with further amendments included in the related articles/certificate

Front 97

amended pleading

Back 97

a changed pleading, with added, altered, or removed allegations or legal arguments, that replaces a previous pleading of the same type (e.g., an amended complaint takes the place of the original complaint)

Front 98

American Arbitration Association

Back 98

established in 1926, a private nonprofit organization whose purpose is to foster improved techniques of arbitration law and to advance the study and use of arbitration for prompt, efficient settlements of disputes

Front 99

amici (pl of amicus)

Back 99

persons or organizations that have no right to appear in a suit but are allowed to file briefs, ordinarily in appeals cases, as a friend of the court (latin--amicus curiae)

Front 100

anchor tenant

Back 100

a key tenant of a shopping center, such as a supermarket or department store

Front 101

ancillary restraint

Back 101

a promise in restraint of trade made as apart of an otherwise valid transaction, such as a sale of a business

Front 102

annotation

Back 102

a critical or explanatory note, such as a brief description of a court opinion interpreting a statute

Front 103

annual meeting

Back 103

meeting of shareholders or directors, to be held each year at a time that may be stated in the bylaws; ordinarily the meeting is required by statute, although the directors or shareholders are usually permitted to sign written consents for corporate undertakings (including the annual meeting) without actually holding a meeting

Front 104

annul

Back 104

to deprive a judgment or judicial proceeding of all force and operation

Front 105

annulment

Back 105

the voiding of marriage

Front 106

answer

Back 106

the defendant's response to the complaint; the answer usually admits or denies each of the various allegations in the complaint, and may include affirmative defenses

Front 107

antecedent debt

Back 107

preexisting obligation

Front 108

anticipatory breach

Back 108

a contract breach occurring, even though the time for performance has not yet lapsed, if one party clearly states or implies that he/she cannot or will not perform the contract

Hint 108

also called anticipatory repudiation

Front 109

Anti-Cybersquatting Consumer Protection Act

Back 109

a federal statute, enacted in 1999, imposing civil liabilit upon persons who "with bad faith intent to profit from the mark," register, traffic in, or use a domain name that, at the time of registration, is confusingly similar to a trademark or service mark or that dilutes a famous mark

Front 110

antideficiency statute

Back 110

a statute prohibiting deficiency judgments for certain types of mortgages, such as those on residential property

Front 111

antitrust law

Back 111

statutory, regulatory, and case law, the most important being federal, designed to prevent and correct unreasonable restraints on trade

Front 112

apostille

Back 112

a simplified certification of notarized documents allowed by countries that belong to the Hague Convention. With nothing else required, the apostille entitles the document to recognition in the country of intended use.

Front 113

apparent authority

Back 113

authority created by estoppel, that is , through conduct of a principal that causes a third party to believe that the agent has the authority to make contracts for the principal

Front 114

appeal

Back 114

a request that a higher court review the decision of a lower court

Front 115

appearance

Back 115

coming into court, whether in person or via a pleading; performed by the appearing party or the attorney

Front 116

appellant

Back 116

the party that appeals a court decision

Front 117

appellate jurisdiction

Back 117

the power of a court to hear appeals from other courts' decisions

Front 118

appellee

Back 118

the party against whom an appeal is filed

Front 119

appraisal rights

Back 119

the rights of share holders (who object to certain corporate actions that may diminish the value of their stock) to compel the corporation to purchase their stock for its appraised value.

Hint 119

sometimes called""dissenters' rights"

Front 120

appropriation

Back 120

taking an item of tangible, personal property for one's own and/or using it for one's own interests.

Hint 120

If wrongful, appropriation is a tort (e.g., conversion)

Front 121

appropriation of a person's name or likeness

Back 121

unauthorized use of a person's name or likeness for financial gain

Front 122

appurtenances

Back 122

passing as incident to the main thing.

Hint 122

Ex: an easement consisting of a right of way over one piece of land will pass another piece of land as being appurtenant to it.

Front 123

appurtenant easement

Back 123

an easement that is attached (appurtenant) to a parcel of real estate (the dominant) and "runs with the land" (passes to successive owners of the dominant estate). The dominant estate holds a negative or affirmative easement in the adjoining servient estate.

Hint 123

see also easement

Front 124

APR

Back 124

annual percentage rate

Front 125

arbiter

Back 125

an arbitrator

Front 126

arbitrary

Back 126

without rational basis, given the facts and/or law; such arbitrariness often must be proven to overturn decisions by juries, trial courts, or administrative bodies

Front 127

arbitrary and capricious standard

Back 127

if an administrative agency has a choice between several courses of action, a reviewing court will ordinarily presume that the chosen course is valid unless the person challenging it shows that it lacks any rational basis

Front 128

arbitrary marks

Back 128

real word(s) used in connection with a product or service whose ordinary meaning has nothing to do with the trademarked product

Hint 128

Apple for computers, Shell for gasoline, Camel for cigarettes

Front 129

arbitration

Back 129

an out-of-court procedure in which a dispute is presented to one or more persons (arbitrators), whose decision is binding on the parties

Front 130

arbitration clause

Back 130

the section in a contract that provides for arbitration if a dispute develops between the contracting parties. Such a clause either makes arbitration mandatory or permits either party to choose arbitration in lieu of a lawsuit

Front 131

arbitrator

Back 131

1, a person selected by the parties to a dispute to make a decision based on evidence the parties submit; 2. the neutral third party who conducts an arbitration to resolve a dispute

Front 132

arguments

Back 132

statements (written and/or oral) to the court setting forth the opposing parties' positions on the facts and law. The oral arguments by the attorneys at the conclusion of a trial are called the "summation"

Front 133

arraignment

Back 133

a hearing during which the accused is brought before a court, informed of the charges against him/her, and asked to enter a plea

Front 134

arrears

Back 134

overdue payments

Front 135

arrest

Back 135

to take into police custody

Front 136

arson

Back 136

the act of willfully setting fire to and burning a building

Front 137

articles/certificate of a conversion

Back 137

document filed to convert an entity from one form of doing business to another

Front 138

articles/certificate of correction

Back 138

document filed to make a nonsubstantive change,

Hint 138

correcting a typographical error

Front 139

articles/certificate of dissolution

Back 139

a resolution to cease a corporation's operation that is adopted by the corporation's board of directors and majority of shareholders

Front 140

articles/certificate of merger or exchange

Back 140

required to be filed with a state's secretary of state or another state official in order to effect a merger or the exchange of shares of stock, this document primarily contains information about the merger/exchange plan and the shareholder approval of that plan

Front 141

articles/certificate of revocation

Back 141

document requesting the revocation of the certificate of dissolution that the state issued

Front 142

articles of incorporation

Back 142

a formal document that creates a corporation; a charter

Front 143

articles of organization

Back 143

a formal document that creates a limited liability company

Front 144

articles of partnership

Back 144

the written agreement by which a partnership is formed and its terms of operation stated;

Hint 144

partnership agreement

Front 145

artificial person

Back 145

an entity that is treated in law as a person

Hint 145

a corporation

Front 146

artisan

Back 146

a skilled worker in a trade requiring manual dexterity

Hint 146

tailor, carpenter, auto mechanic

Front 147

artisan's lien

Back 147

a possessory lien held by persons who have added value to (repaired or improved) another person's personal property. The lienhold retains as security the repaired or improved property to ensure payment for his/her service

Front 148

artistic work

Back 148

a visual representation

Hint 148

Architectural plan, drawing, engraving, map. painting, photograph, or sculpture

Front 149

"as is"

Back 149

a disclaimer of warranty by asserting that goods are sold "as is", without warranty

Front 150

assault

Back 150

the intentional tort (or crime) of unjustifiably arousing in another individual the apprehension of immediate harmful or offensive contact with his/her body

Front 151

assault and battery

Back 151

the compound crime or tort of (a) assault (e.g., threat), and (b) carrying out the threatened harmful or offensive contact with his/her body

Front 152

assessment statute

Back 152

a statute requiring state and local governments to consider, before imposing conditions on development, whether the restriction will constitute a taking (requiring compensation as a form of eminent domain) under federal or state constitutional law

Front 153

assets

Back 153

all property--real, personal, tangible, intangible, legal, equitable--that can be used to pay debts

Front 154

assign

Back 154

to transfer legal rights from one person to another

Front 155

assigned risk pool

Back 155

insurance plan for those who cannot get insurance from traditional sources

Front 156

assignee

Back 156

the party to whom an assignment is made

Front 157

assignment

Back 157

the transfer of legal rights from one party to another

Front 158

assignment to a trustee

Back 158

an arrangement whereby (a) the debtor transfers to a trustee the title to some or most of the debtor's property, (b) the trustee sells or otherwise disposes of the property for cash and distributes the proceeds pro rata among the debtor's creditors, and (c) any creditor accepting such payment discharges the entire debt owed to him/her

Hint 158

assignment for the benefit of creditors

Front 159

assignor

Back 159

the party making an assignment

Front 160

associate

Back 160

a lawyer who is a salaried member of the firm but not, at least yet, a partner

Front 161

association

Back 161

a form of unincorporated entity that can be used for the transaction of business as well as for other, nonbusiness purposes

Front 162

assumed business name statute

Back 162

a state law requiring that a certificate listing the names and addresses of persons conducting business under an assumed name or trade name be filed in the public records

Front 163

assumpsit

Back 163

(latin for "he undertook") a legal action to enforce or recover damages for a breach of contract; a term for a contract or, more particularly, an agreement or promise not under seal

Front 164

assumption of risk

Back 164

the tort defense that a plaintiff who knowingly and voluntarily faces a dangerous situation may not recover for an injury arising out of the known risks inherent to that situation

Front 165

attach

Back 165

if the three basic prerequisites of a security interest exist (agreement, value, collateral), the security interest becomes enforceable between the parties and is said to attach (i.e., become an attachment)

Front 166

attachment

Back 166

1. court ordered seizure of a debtor's property for payment of money owed to a creditor; may be accomplished before judgment (with property under the sheriff's control until a judgment is entered),
in order to prevent depletion of assets pending the completion of a lawsuit 2. a method to make a security interest effective between the debtor and creditor

Front 167

attempt

Back 167

the crime of intending to do a specific criminal act, and, in furthereance of that intent, taking action beyond mere preparation

Front 168

attestation

Back 168

the act of witnessing the execution of a written instrument, at the request of the person executing the instrument, and subscribing to (signing) the instrument as a witness

Front 169

attestation clause

Back 169

a clause in a will stating that the witnesses observed the signing of the will

Front 170

attorney

Back 170

a representative or agent

Front 171

attorney-at-law

Back 171

a legal representative; a person, trained in law, employed to represent others in lawsuits and other legal matters

Front 172

attorney/client privilege

Back 172

privilege whereby disclosure of confidential communications solely between the attorney and the client cannot be compelled; the privilege can be waived by the client

Front 173

attorney in fact

Back 173

a person named as a representative or agent in a power of attorney

Front 174

attorney work-product doctrine

Back 174

a doctrine protecting from nonconsensual disclosure the information that an attorney prepares in the course of his/her work

Hint 174

(e.g., notes on litigation strategy, observations about witnesses)

Front 175

attractive nuisance

Back 175

an unreasonably dangerous condition that might result in injury to children who cannot learn or appreciate the danger. A landowner may thus be liable for physical injuries to child trespassers caused by artificial conditions on his/her land that 1. attracted those child trespassers and 2. were not adequately barred from the children's use

Hint 175

(e.g., via a fence keeping children out of a swmming pool).

Front 176

"at-will" employee

Back 176

an employee without a set term for employment

Hint 176

he/she can quit at any time, for any reason

Front 177

"at-will" employment doctrine

Back 177

the common law principle that an "at-will" employee can be fired at any time, for any reason; now qualified by modern antidiscrimination statutes, the doctrine of abusive (wrongful discharge), and the like

Front 178

auction with reserve

Back 178

unless expressly stated otherwise, an auction is this type, in which the seller retains the right to refuse the highest bid and withdraw the goods from sale

Front 179

auction without reserve

Back 179

an auction in which the seller expressly waives his/her right to withdraw the goods from sale and must accept the highest bid

Front 180

audit

Back 180

verification of a business entity's books and records, performed by an independent certified public accountant pursuant to federal securities laws, state laws, and stock exchange rules

Front 181

authenticate

Back 181

1. to sign; 2. to execute or otherwise adopt a symbol, or encrypt or similarly process a record, with the present intent of the authenticating person to identify the persona and adopt or accept a record

Front 182

author

Back 182

the creator of an artistic, dramatic, literary, or musical work

Front 183

authoritative decision

Back 183

a court decision that must be followed regardless of its persuasive power by virtue of the relationship between the court that made the decision (e.g., a state supreme court) and the court to which the decision is cited (e.g., a lower court in the same state)

Front 184

authority

Back 184

an agent's power to change the principal's legal status, duties, or rights

Front 185

authorization card

Back 185

in a union organizing campaign, a card signed by the employee indicating that he/she has joined the union and wants it to be his/her collective bargaining representative

Front 186

authorized stock

Back 186

the number of shares (common or preferred) that the charter permits the corporation to issue

Front 187

automatic perfection

Back 187

security interest perfection by attachment

Front 188

automatic stay

Back 188

in bankruptcy law, an order that stops or suspends all civil litigation against a debtor

Front 189

avoidance

Back 189

in bankruptcy law, power invested in a trustee to rescind a debtor's obligations

Front 190

avulsion

Back 190

sudden changing of course of a stream or river, Landowners retain the property lines as existed before the change; thus, distinct from property changes caused by accretion

Front 191

award

Back 191

the decision of an arbitrator

Front 192

back pay

Back 192

salary and employee benefits required to be paid to an employee upon finding the employee's discharge or layoff in violation of a contractual or statutory right (e.g., due to unlawful discrimination)

Front 193

back-to-back letter of credit

Back 193

a buyer provides this letter of credit to his/her seller, who uses the letter in his/her favor to finance the seller's purchase of products or materials from his/her supplier

Front 194

bad faith

Back 194

purposely misleading another person or otherwise acting dishonestly and/or with ill will; willfully failing to act in accordance with statutory or contractual obligations

Hint 194

compare good faith

Front 195

bail

Back 195

money or other security given to insure the appearance of a criminal defendant at all proceedings in his/her case; in return, the arrested person is freed ("out of bail") pending trail

Front 196

bailee

Back 196

the party receiving a chattel for purposes of a bailment

Front 197

bailee's lien

Back 197

bailee's right to hold bailed property until paid for work or services

Front 198

bailment

Back 198

the transfer or possession, care, and/or control of a chattel to another person for a limited time for a special purpose

Front 199

bailor

Back 199

the party transferring a chattel to another for purposes of a bailment

Front 200

bait and switch

Back 200

a type of deceptive advertising in which the seller advertises the availability of a low-cost discounted item, but then pressures the buyer to purchase more expensive goods

Front 201

balloon payment

Back 201

a large payment due at the end of the contract term

Front 202

bank draft

Back 202

a check drawn by a bank either on its own funds within the bank or on funds it has on deposit at another bank

Front 203

bankrupt

Back 203

the state or condition of one who is unable to pay his/her debts as they are, or become, due

Front 204

bankruptcy

Back 204

a federal right guaranteed under Article I, Section 8, of the U.S. Constitution allowing the bankrupt person to reorganize or discharge debts

Front 205

bankruptcy court

Back 205

a unit of the federal district court created to hear bankruptcy cases

Front 206

bankruptcy estate

Back 206

virtually all of a debtor's existing assets, less exempt property

Front 207

bankruptcy fraud

Back 207

a business crime and tort (fraud) involving the filing of false claims by creditors or debtors, fraudulent transfer or concealment of assets, or obtaining credit with the specific intent to avoid paying debts

Front 208

bankruptcy proceeding

Back 208

a legal procedure for settling the debts of individuals or business entities unable to pay debts as they become due

Front 209

bargain

Back 209

negotiated exchange

Front 210

battery

Back 210

the intentional tort (or crime) of unjustifiable contact with someone else's body or anything connected to the body

Front 211

bearer

Back 211

the person in possession of bearer paper

Front 212

bearer instrument

Back 212

any instrument that is not payable to a specific person, including instruments payable to the bearer or to cash

Front 213

bearer paper

Back 213

a negotiable instrument payable to "cash," indrosed in blank, or otherwise payable to "bearer," so that it can be negotiated merely by delivery (change in possession)

Front 214

bench trial

Back 214

trail without a jury in which a judge decides the case

Front 215

bench warrant

Back 215

a paper issued by the court from the bench to secure the arrest of a person who does not appear in court for a legal proceeding when previously ordered (e.g., subpoena) to do so

Front 216

beneficiary

Back 216

one who benefits from the actions of another; a person for whose benefit a trust, a will, a contractual promise, or an insurance policy is made

Front 217

benefit of the bargain

Back 217

in contract law, after breach, the injured promisee receives the benefit of the bargain if the judicial relief awarded places him/her in as good a position as he/she would have gained if the contract had been performed as agreed

Front 218

bequest

Back 218

via a will, a gift of personal property (verb form: bequeath)

Front 219

best of interest of creditors test

Back 219

in a Chapter 11 bankruptcy case, dissenting creditors must be given a bundle of rights the current value of which is at least as great as the distribution they would receive through a Chapter 7 liquidation

Front 220

bicameralism

Back 220

the state of being composed of two legislative chambers; in the United States, congress consists of the House of Representatives and the Senate, and every state legislature other than Nebraska's (which is unicameral) likewise has two chambers

Front 221

bilateral contract

Back 221

a contract created by an exchange of promises

Front 222

bill of attainder

Back 222

legislation intended to single out an individual and/or punish him her without benefit of trail; forbidden by the U.S. Constitution, Article I, Sections 9 and 10

Front 223

bill of exchange

Back 223

a form of negotiable instrument,

Hint 223

commonly called a "draft"

Front 224

bill of lading

Back 224

document evincing receipt of goods for shipment, issued by a person engaged in the business of transporting goods

Front 225

Bill of Rights

Back 225

the first ten amendments to the U.S. Constitution, all ratified in 1791

Front 226

bill of sale

Back 226

a written document by which one person assigns or transfers his/her right or interest in goods and chattels to another

Front 227

binder

Back 227

written, temporary insurance policy until a formal policy is issued or the insurer decides not to issue insurance and notifies the insured that the binder is terminated

Front 228

binding authority

Back 228

any source of law governing the issue to be decided and that a court must follow when deciding a case; binding authorities include constitutions, statutes, and regulations as well as court decisions that are controlling precedents within the jurisdiction

Front 229

Bivens action

Back 229

a lawsuit brought to redress a federal official's violation of a constitutional right; named for the U.S. Supreme Court case of Bivens v. Six Unknown Named Agents of the Federal Bureau of Narcotics, 403 U.S. 386 (1971), allowing federal officials to be sued in a manner similar to that set forth in federal civil rights statutes (42 U.S.C. 1983) for state officials who violate a person;s constitutional rights under color of state law

Front 230

blackmail

Back 230

crime in which a person illegally obtains money or other property by making threats

Hint 230

also called extortion

Front 231

blanket policy

Back 231

insurance covering (1) property at more than one location and/or (2) two or more types of property

Front 232

blank (general) indorsement

Back 232

indorsement of a negotiable instrument by a holder whose indorsement lacks any accompanying instruction and does not indicate (e.g., by indorsing "Pay to the order of X") that any other indorser is necessary; thus the instrument is bearer paper, freely negotiable merely though delivery (change in possession)

Front 233

blue laws

Back 233

laws that prohibit the making of certain contracts or the operation of certain businesses on Sundays

Front 234

blue sky laws

Back 234

state laws regulating the intrastate issuance and sale of securities

Front 235

board of directors

Back 235

the managers/trustees of a corporation, elected by the shareholders

Front 236

boilerplate

Back 236

standardized text that fits in a variety of documents and that, for proposed contracts, the drafting party usually views as relatively nonnegotiable

Front 237

bona fide

Back 237

(latin) "in good faith"; genuine

Front 238

Bona Fide Occupational Qualification (BFOQ)

Back 238

concerning a Title VII employment discrimination complaint, a defense based on the qualifications that the employer requires in order for the employee to perform a job

Front 239

bona fide purchaser

Back 239

someone who purchases for value without notice of any defects (e.g., in title)

Front 240

bona fide seniority or merit system

Back 240

a system allowing differences in the terms, conditions, or privileges of employment based on a seniority or merit system, but the difference cannot result from an intent to discriminate; commonly, this system is the result of a union contract

Front 241

bond

Back 241

a secured, long-term corporate debt security

Front 242

bondholder

Back 242

the person or company that holds a certificate of debt issued by a company or government and payable on a specified date

Front 243

booking

Back 243

in criminal law, an administrative procedure carried out after the suspect is arrested--the suspect's name, time of arrest, and alleged crime are registered (booked) in police records

Front 244

book value

Back 244

the value of capital stock as calculated by the excess of assets over liabilities

Front 245

bound tariffs

Back 245

the World Trade Organization principle holding that each time tariffs are reduced, they may not be lawfully raised again

Front 246

bounty payment

Back 246

a reward (payment) given to a person or persons who perform a particular service, such as informing legal authorities of illegal actions

Front 247

boycott

Back 247

a refusal to deal with, purchase goods from, or work for an employer; a conspiracy to inhibit the carrying on of business and to exert pressure on a party to a labor dispute; sometimes an antitrust or labor law violation

Front 248

breach

Back 248

nonperformance of contractual obligations

Front 249

breach of duty

Back 249

failure to perform a legal duty owed to another person

Front 250

breach of trust

Back 250

a trustee's violation of his/her duty of loyalty or any other duty owed to the beneficiary; the breach renders the trustee liable to the beneficiary for any loss or depreciation in value of the trust property and for any profit resulting form the breach.

Front 251

break-up fee

Back 251

an amount agreed to in a merger agreement to be paid to a friendly suitor company if, through no fault of the friendly suitor company, the agreement with the target company is not consummated

Front 252

bribery

Back 252

illegal payments to governmental officials or other persons for the purpose of receiving information, favorable treatment, or other assistance that the briber either is not entitled to receive or cannot lawfully receive by this method (e.g., kickbacks, payoffs)

Front 253

brief

Back 253

a written argument supported by citations of court decisions, statutes, and/or other authorities

Front 254

broker

Back 254

in securities law, a person who buys and sells stock as the agent for a customer but who does not retain for that purpose a supply of stock

Hint 254

compare dealer

Front 255

bubble policy

Back 255

an Environmental Protection Agency rule permitting a business entity to expand and emit more pollution from one source of the plant if it reduces pollution from another source the plant is said to be under an imaginary, overall bubble

Front 256

bulk transfer

Back 256

a transfer made outside the ordinary course of the transferor's business and involving a substantial part (e.g., over half) of his/her equipment, supplies and/or inventory.

Front 257

burden of proof

Back 257

1. the degree of proof necessary for a criminal conviction or for successful civil suit. In a civil case, the plaintiff has a "preponderance of the evidence" burden of proof; his/her version of the facts must be considered by the judge or jury, to be, at the very least, slightly more credible than the defendant's. In a criminal case, the prosecution must prove its case "beyond a reasonable doubt." 2. a party's obligation, when asserting a fact, to come forward with evidence supporting that fact

Front 258

burglary

Back 258

breakage and entering (unlawful entry into a building with the intent to commit a felony (e.g., larceny)

Front 259

business agent

Back 259

in labor matters, a local union officer who is paid to administer the union's affairs, enroll new members, handle grievances, and negotiate with the employer

Front 260

business entity

Back 260

a vehicle used to conduct business, such as a corporation, partnership, or joint venture

Front 261

business judgment rule

Back 261

a principle of corporate law protecting directors and officers from liability for informed business decisions made in good faith and with due care, even though the decisions turned out to have been mistakes

Front 262

business necessity

Back 262

justification for an otherwise prohibited employment practice based on proof that the practice is essential for safety and/or efficiency and that there is no reasonable alternative with lesser impact on legally protected interests (e.g., non-discrimination)

Front 263

business tort

Back 263

the civil wrong of interference with the conduct of the plaintiff's business; it may be created by statute or regulation (e.g., federal securities fraud rules)

Front 264

buy and sell agreement

Back 264

a contract, particularly appropriate for partnerships or closely held corporations, whereby the remaining owners or the entity are to buy the interest of a withdrawing or deceased owner

Front 265

buyer in ordinary course of business

Back 265

a person who buys goods in good faith and without knowledge that the sale violates a third person's ownership rights or security interest in the goods; to qualify as such a sale, the seller, under UCC 1-201(9), must be regularly engaged in the business of selling goods of that kind (and pawnbrokers are excluded from this coverage)

Front 266

bylaws

Back 266

a comprehensive set of rules providing for the organization and operation of a corporation

Hint 266

compare charter

Front 267

C & F

Back 267

"cost and freight"--the lump sum price of the goods includes the cost of shipping and freight, but no insurance

Front 268

call

Back 268

an option to buy a set number of shares at a set price within an agreed period of time; it is the opposite of a put

Front 269

call a loan

Back 269

to terminate a loan

Front 270

callable preferred

Back 270

preferred stock that a corporation may buy at its option

Front 271

canceled stock

Back 271

stock that was issued but has been repurchased by the corporation and canceled

Front 272

cancellation clause

Back 272

an insurance policy clause relevant to the insurer's right to cancel the policy

Front 273

canon law

Back 273

church law; a body of law developed within a particular religious tradition

Front 274

capacity

Back 274

a legally defined level of mental ability sufficient to reach an agreement

Front 275

capital; capital assets

Back 275

the total assets of a business; the owners' equity in a business; accumulated goods, possessions and assets used for the production of profits and wealth

Front 276

capital stock

Back 276

the class of shares that represent the owners' equity in the corporate business

Front 277

capitalization

Back 277

investment in the corporation by shareholders

Front 278

Carriage of Goods by Sea Act (COGSA)

Back 278

federal statute, enacted in 1936, governing the liability of ocean carriers for loss or damage to goods they carry

Front 279

carrier

Back 279

person or business entity receiving consideration (e.g., money) for transporting passengers or goods

Front 280

cartel

Back 280

a combination of independent producers within an industry attempting to limit competition by acting together to fix prices, divide markets, or restrict entry into the market

Front 281

case law

Back 281

decisions of the courts, together with their rationale; the whole law as declared by the courts through cases decided before them

Front 282

cashier's check

Back 282

a check drawn by a bank upon itself

Front 283

casualty insurance

Back 283

coverage for property loss from causes other than fire or other elements

Front 284

categorical imperative

Back 284

a concept developed by the philosopher Immanuel Kant as an ethical guideline for behavior. In deciding whether an action is right or wrong, or desirable or undesirable, a person should evaluate the action in terms of what would happen if everybody else in the same situation, or category, acted the same way.

Front 285

causation in fact

Back 285

the relationship between an act or omission and an event (including alleged damages to the plaintiff) which would not have otherwise happened; that is, harm would not have occurred but for the defendant's wrongful conduct.

Hint 285

compare proximate cause

Front 286

cause of action

Back 286

grounds for bringing a lawsuit; the right to seek a remedy in a judicial proceeding. Prerequisites are the existence of a right and a violation of that right; facts that establish the two prerequisites constitute the cause of action.

Front 287

caveat emptor; cavet venditor

Back 287

(latin) "let the buyer beware";"let the seller beware"

Front 288

cease and desist order

Back 288

an administrative agency order or court order prohibiting a business from conducting activities that the agency or court has deemed illegal; an injunction

Front 289

cert. denied

Back 289

an indication that a writ of certiorari was sought from, but denied by, a higher court (e.g., Supreme Court)

Front 290

certificate of deposit

Back 290

a type of negotiable instrument, issued by a financial institution as an acknowledgment that the institution has received the deposit of a specified sum of money; the institution promises to pay the depositor the sum of money deposited, plus interest at a stated rate, at a specified time in the future

Front 291

certificate of authority

Back 291

certificate that a state official issues to a foreign corporation, limited partnership, limited liability company, or other entity granting it authority to do business in the state

Front 292

certificate of formation

Back 292

the charter document for a limited liability company; also called articles of organization

Front 293

certificate of good standing

Back 293

certificate issued by a state's secretary of state, commissioner of corporations, or taxing authority certifying that an entity has paid taxes assessed it through a certain date

Front 294

certificate of incorporation

Back 294

the state's official authorization for a corporation to commence to do business

Front 295

certificate of reinstatement

Back 295

certificate issued by a state's secretary of state or other state official that reinstates the existence of a dissolved corporation where it has been shown that dissolution was not called for or that the situation that did call for dissolution has been corrected

Front 296

certificate of revocation

Back 296

certificate issued by a state's secretary of state or other state official revoking a certificate of dissolution. The existence of the corporation is deemed to have continued without interruption

Front 297

certificate of stock

Back 297

physical evidence of share ownership in a corporation

Front 298

certificate of title

Back 298

official representation of ownership

Front 299

certificated security

Back 299

a security for which a certificate has been issued

Front 300

certification

Back 300

a check's acceptance by the drawee bank

Front 301

certification mark

Back 301

a distinctive symbol, word, or design used with goods or services to certify specific characteristics

Front 302

certified check

Back 302

a check marked as "accepted" by the drawee, thus certifying that there is money in the drawer's account to cover the check. Certification acts as a guarantee of payment and thus enhances the check's negotiability,

Front 303

certified (certificated) stock

Back 303

a security (stock) for which a certificate has been issued

Front 304

certiorari, writ of

Back 304

an appellate court's order that a lower court transmit to it for review the records of a case. The writ is requested by the appellant, and a grant or denial of the request is within the discretion of the higher court, as it is for the U.S. Supreme Court. (If the writ is denied, the appeal is denied.) The U.S Supreme Court usually only grants the writ for cases involving novel federal issues or conflicting decisions among the federal circuit courts of appeal.

Front 305

cestui que trust

Back 305

(latin) the beneficiary under a trust

Front 306

chain of title

Back 306

the succession of deeds, wills, and other instruments by which the ownership of real property can be traced back to the original patent or deed from a governmental authority to the first private owner

Front 307

challenge for cause

Back 307

a party's request that a prospective juror not be one of the jurors because of his/her bias or for some other reason

Front 308

chancellor

Back 308

the judge in a court of equity

Front 309

chancery

Back 309

an equity court

Front 310

changing-market-conditions defense

Back 310

in an antitrust price discrimination case, this defense is used by a business to show that a business is selling a product at a lower price because it was discontinuing a product or product line or was offering the item at fire or bankruptcy sales prices

Front 311

charge to the jury

Back 311

at a trial, the judge's instructions to the jury concerning the law that applies to the facts of that case

Front 312

charging order

Back 312

a judicial lien against a partner's interest in the partnership

Front 313

charter

Back 313

a formal document that creates a corporation; articles or incorporation

Front 314

chattel paper

Back 314

a document evincing both a monetary obligation and a security interest in, or lease of, specific goods [UCC 9-105(1) (b)]

Front 315

check

Back 315

a special type of draft in which the drawee is always a bank and the instrument is payable on demand.

Front 316

checkoff

Back 316

a system by which an employer deducts union dues from the employee'' paychecks and transfers the funds to the union

Front 317

checks and balances

Back 317

the governmental arrangement whereby powers of each governmental branch (executive, legislative, judiciary) check and/or balance powers of the other branches

Front 318

choice-of-forum clause

Back 318

a contract clause that designates the location in which the case will be heard if there is a dispute

Front 319

choice-of-language clause

Back 319

a contract clause designating the official language by which the contract will be interpreted if there is disagreement over the contract's terms

Front 320

choice of law clause

Back 320

clause in a contract that states what nation's or state's laws will be applied in deciding a dispute involving that contract

Front 321

chose in action

Back 321

right to sue on a debt or to get damages; an intangible personal property right for intangible things that can be claimed or enforced by court action, not by taking physical possession

Front 322

churning

Back 322

1. a practice whereby insurance agents write new policies for customers and pay for the new policies with the cash value of existing policies; 2. in securities law, an illegal practice in which the stockbroker excessively trades a customer's account to earn more commissions rather than to further the customer's interests

Front 323

C.I.F.

Back 323

"cost, insurance, freight,"--the lump sum price of the goods includes the cost of insuring and shipping the goods

Front 324

circumstantial evidence

Back 324

indirect evidence, circumstances or other secondary facts by which connected, principal facts may be rationally inferred

Front 325

citation

Back 325

1. a reference indicating where a relied-upon legal authority (e.g., statute, court decision) can be found; the heading of a court case--contains the parties' names, the volume and page of the set of books (or electronic database/web site) where it can be found, the court, and the year of the decision 2. an order for a criminal defendant to appear in court and/or answer charges; often used in minor cases (e.g., alleged traffic offenses); analogous to a summons in a civil case

Front 326

citizen-suit provision

Back 326

a right, specified in some statutes, for private citizens to sue in court to force statutory compliance; winning plaintiffs often are entitled to have the government reimburse their cost

Front 327

civil action

Back 327

legal proceeding instituted to enforce a private, civil right or remedy, as distinguished form a criminal prosecution

Front 328

Civil Law

Back 328

1. codified law based on the Roman Code of Justinian; the basis of the legal system of most European countries and of nations that were once their colonies 2. (spelled without capital letters) noncriminal law

Front 329

civil procedure

Back 329

the methods, procedures, and practices that govern the processing of a lawsuit from start to finish

Front 330

civil rights

Back 330

freedoms and rights guaranteed by federal and state constitutions and the court decisions and statues thereunder

Front 331

claim

Back 331

1. generally, an alleged right to payment; 2. in bankruptcy and other debtor-creditor law, any right to payment or to receive any equitable remedy, such as specific performance of a contract; 3. in negotiable instruments law, a right of payment asserted against a holder either by a prior holder or by a third party nonholder

Front 332

class action

Back 332

a lawsuit in which a group of similarly situated persons, perhaps large in number, are represented by a few persons; the class is usually a plaintiff, but a defendant class is possible

Front 333

classified board

Back 333

a board on which directors serve for specified terms, usually three years, with only a fraction of them up for reelection at any one time; also called a staggered board

Front 334

clean bill of lading

Back 334

bill of lading that has no notations indicating defects or damage to the goods when they were received for transport

Front 335

clearinghouse

Back 335

an association of banks or other payors that exchanges drafts (e.g., checks) drawn on association members, determines balances, and otherwise "clears" (settles) these drafts

Front 336

clickwrap agreement

Back 336

a contract (software license) supposedly agreed to when a software purchaser scrolls through the license agreement on the computer screen or otherwise clicks on the "I Accept" (or "Okay") button on the screen.

Hint 336

Compare shrinkwrap license

Front 337

cliff vesting

Back 337

a common vesting schedule that provides that if a person granted stock options leaves in the first year of employment, then he/she forfeits all rights to any stock

Front 338

close corporation

Back 338

a stock corporation the shares of which are held by a relatively few persons, frequently members of a single family

Front 339

closed shop

Back 339

an employment arrangement, outlawed by the Taft-Hartley Act (1947), requiring employees to belong to a union before being hired and to remain members throughout their employment

Front 340

closely held corporation

Back 340

a corporation the stock of which is not freely circulated

Front 341

closing

Back 341

the finalization of a sales transaction (e.g., real estate) in which title to the property passes from seller to buyer

Front 342

closing arguments

Back 342

a trail lawyer's final address to the jury or judge in which he/she summarizes the case, interprets the evidence, and attempts to persuade the jury or judge to reach a desired verdict

Front 343

cloud on title

Back 343

an outstanding claim or other evidence on record that, if true, would adversely affect the title or other interests of the presumed owner of real property. A quiet title action may be brought by the presumed owner against the claimant(s) who have thus "clouded" the owner's title

Front 344

C.O.D

Back 344

"collect on delivery," usually on a shipping contract

Front 345

code

Back 345

1. in Civil Law: a collection of laws into a single, organic whole 2. at common law: a collection of currently effective statutes enacted by legislative bodies, including Congress and state legislatures

Front 346

codicil

Back 346

a change in, or addition to, a will, executed in the same formal manner as the will itself

Front 347

collateral

Back 347

an interest in property given by a debtor to his/her creditor in order for the latter to secure payment of the debt. If the debt is paid, the creditor's interest in the property (collateral) generally ceases; if the debt is not paid, the creditor usually may sell or use the collateral to collect all or part of the debt.

Front 348

collateral contact

Back 348

an express written contract made by a third person who guarantees to pay a debt or perform a duty to one party (the creditor) of an original contract if the original debtor is unable to do so

Front 349

collateral estoppel

Back 349

doctrine that issues decided in one lawsuit are conclusively resolved for other lawsuits between the same parties

Front 350

collateral installment note

Back 350

a negotiable instrument that is payable in installments, during which time the negotiable instrument's owner has a lien against the maker's personal property

Front 351

Collateral note

Back 351

a written promise to pay secured by the payee-creditor, with the maker-debtor creating a lien against his/her personal property

Front 352

collateral promise

Back 352

undertaking to be secondarily liable (i.e., liable if the principle debtor does not perform)

Front 353

collective bargaining

Back 353

negotiation between the employer's and employee's representatives

Front 354

collective bargaining agreement

Back 354

a formal agreement between an employer and a labor union covering wages, hours, and conditions of employment secured by collective bargaining

Front 355

collective bargaining unit

Back 355

a collective unit appropriate for bargaining with an employer on behalf of employees (i.e., a unit in which the employees share a community of interest--they have similar compensation, working conditions, and supervision,, and they work under the same general policies

Front 356

collective entity doctrine

Back 356

under this doctrine, the custodian of records, for a collective entity (e.g., a corporation) may not resist a subpoena for such records on the ground that the act or production will incriminate him or her

Front 357

collective mark

Back 357

a distinctive mark used to indicate membership in an organization

Front 358

collegia

Back 358

in Roman law, nonprofit membership clubs, ancestors of modern corporations

Front 359

color of law

Back 359

action by someone or some entity,generally a government employee or agency, that purports to be authorized by law but which, in fact, is illegal

Hint 359

police brutality

Front 360

color of title, under

Back 360

to possess land under an instrument that purports to pass title but that is ineffective to operate as a conveyance

Front 361

comaker

Back 361

a person who joins one or more other persons, also called comakers, in the making of a negotiable instrument; the person thus becomes primarily liable (jointly and severally) with the other comakers for the instrument's payment

Front 362

coming and going rule

Back 362

legal doctrine that a principal usually is not liable for damages caused by its agents and employees while they are on their way to or from work

Front 363

comity

Back 363

the recognition (deference, judicial restraint) that one nation gives to another nation's law and judicial decrees

Front 364

commerce clause

Back 364

the authority granted to Congress by Article I, Section 8, of the U.S. Constitution to regulate foreign and interstate commerce

Front 365

commercial impracticability

Back 365

an excuse for contractual nonperformance because of dramatic changes in circumstances or in the relative benefits and burdens of the contract to each party

Front 366

commercial law

Back 366

the entire body of substantive law applicable to the rights and duties of persons engaged in commerce or mercantile pursuits

Front 367

commercial paper

Back 367

in its broadest sense, documents used to facilitate the exchange of money or credit

Front 368

commercial reasonableness

Back 368

a standard for judging a party's behavior (e.g., under a contract) according to the objective evaluation of reasonable persons familiar with the particular industry and the transaction at issue

Front 369

commercial speech

Back 369

expressions, such as advertising, made by business; while protected under the constitution's First Amendment, this type of speech can be restricted as to time, place, and manner in ways that political speech can not

Front 370

commingling

Back 370

mixing the money or goods of another with one's own

Front 371

commodities

Back 371

animals, animal products, foods grains, metals, oil, and other articles of trade

Front 372

common carrier

Back 372

a carrier that presents itself to the public as available (for hire) for transporting goods or passengers; it is subject to regulation as a public utility

Front 373

common law

Back 373

law as developed and pronounced by the courts in deciding cases ("case law"), based on the common law of England and judicial precedent

Front 374

common law liens

Back 374

liens created by judicial decision that allow creditors such as land lords, bailees, and innkeepers to retain possession of a debtor's property until the debt is paid

Front 375

common stock

Back 375

the class of shares that participate in the management of a corporation and also own the corporate equity

Front 376

community property

Back 376

a system of joint ownership in some western and southwestern states whereby almost all property acquired by the husband or wife during the marriage, except gifts or inheritances, is owned equally by both spouses

Front 377

company (Co.)

Back 377

one of the words that indicate a business is incorporated; this word usually cannot refer to a partnership or sole proprietorship

Front 378

comparable worth doctrine

Back 378

a legal principle (not generally applied under existing federal law) that, if two different jobs (one held mainly by men; the other, by women) are essentially worth the same, there should not be a wage disparity or other difference in treatment between such comparably worthwhile jobs

Front 379

comparative negligence

Back 379

a legal principle applied when the negligence of the plaintiff and the negligence of the defendant are concurrent causes of the plaintiff damages; any damages awarded to the plaintiff are reduced by an amount proportionate to the degree of his/her fault. This rule for negligence cases has replaced the rule of contributory negligence in almost all states

Front 380

compensatory damages

Back 380

the sum of money needed to compensate an injured party by making him/her "whole"

Front 381

comp (compensatory) time

Back 381

extra paid vacation time granted, instead of extra pay, for overtime work

Front 382

compensation statute

Back 382

a state statute that requires the government agency adopting a land use regulation to pay the landowner for the loss in property value if that regulation causes the property's value to decline beyond a certain percentage

Front 383

complainant

Back 383

1. a plaintiff; a person who files a complaint 2. in criminal cases, a person who instigates a prosecution by making charges of criminal conduct

Front 384

complaint

Back 384

the initial pleading in a lawsuit, sometimes called a "declaration," "petition," or "bill of complaint"; it includes a statement of facts, the legal basis of the suit (cause of action), and a request for one or more remedies

Front 385

complete integration

Back 385

in contract law, a writing intended by the parties to be a complete and exclusive statement of the terms of the agreement

Front 386

composition and/or extension agreement

Back 386

an arrangement whereby a debtor and his/her creditors agree that each creditor will receive a certain percentage (less than 100%) of the amount owed (the composition) and/or extend the payment period (the extension); the debtor's full compliance discharges the entire debt

Front 387

composition plan

Back 387

an agreement between an insolvent debtor and his/her creditors whereby the creditors agree to accept a sooner payment of less than the whole amount in satisfaction of the whole amount owed

Front 388

compounding a crime

Back 388

the crime of accepting money or something else of value in return for not reporting or prosecuting another crime

Front 389

compromise

Back 389

an agreement to settle a dispute without resort to litigation or to settle litigation in progress

Front 390

compulsory counterclaim

Back 390

defendant's counterclaim arising out of the same transaction or occurrence that is the subject matter of the plaintiff's action. It is compulsory in that the defendant's failure to file it generally waives his/her right to bring the action at a later time

Front 391

compulsory license

Back 391

a grant to use some form of intellectual property through a means set up by the government in order to meet a public interest

Front 392

computer crime

Back 392

a crime committed by using a computer (e.g., to steal information, embezzle, or defraud)

Front 393

computer fraud

Back 393

the unauthorized access of a computer used by the federal government, by various types of financial institutions, or in interstate commerce with the intent to alter, damage, or destroy information or to prevent the authorized use of such computers,

Front 394

concealment

Back 394

fraudulent failure to disclose a material fact

Front 395

concentration

Back 395

in antitrust law, a measure of the level of competition in a market--the percentage of market share (usually sales volume) that a firm controls in a product or geographic market

Front 396

concerted activity

Back 396

the joint actions of employees working together for mutual aid and protection; the National Labor Relations Act protects workers (e.g., from dismissal) for engaging in certain such actions

Front 397

conciliation

Back 397

mediation in which the parties select an interested third party to be the mediator

Front 398

concurrent jurisdiction

Back 398

the simultaneous authority of two or more different courts (e.g., federal and state) to hear and decide a case

Front 399

concurrent powers

Back 399

power of either Congress or the state legislature to make laws on the same subject matter

Front 400

condition

Back 400

in the law of contracts, a fundamental requirement that must be met by one party before the other party has an obligation under a contract.

Front 401

condition concurrent

Back 401

a condition to be performed by both contracting parties simultaneously

Front 402

condition precedent

Back 402

a condition that must be complied with, or occur, before the other contraction party becomes obligated

Front 403

condition subsequent

Back 403

a condition the occurrence of which removes the obligation of one or both of the parties to the contract

Front 404

conditional acceptance

Back 404

an offer's acceptance contingent upon the acceptance of an additional or different term

Front 405

conditional contract

Back 405

obligations contingent upon a stated event

Front 406

conditional indorsement

Back 406

an indorsement in which the indorser places a present or subsequent condition (other than failure of prior parties to pay) that must be met before the indorser is liable on the instrument

Front 407

conditional payment

Back 407

the effect of a check or other instrument on the obligation for which it is given. This means the payee, by taking the instrument, surrenders the right to sue on the underlying debt until the instrument is due. If the instrument is not paid when due, the holder may sue on either the debt or the instrument

Front 408

conditional sale

Back 408

a contract for the sale of personal property by which the buyer gets possession but not title until the purchase price has been paid in full

Front 409

conditional use permit

Back 409

a method of relief from the strict terms of a zoning ordinance, this permit provides for others uses of real property that are not permitted as a matter of right but for which a use permit must be obtained

Front 410

condominium

Back 410

a form of real property feature sole ownership of individual office or apartment units, with joint ownership (by all the sole owners) of the land and common areas,

Front 411

confession of judgment

Back 411

an admission of liability made by a creditor in the name of his/her debtor without the formality of the usual adversarial court hearing; instruments frequently contain such admissions, which are to take effect if the debtor fails to pay in accordance with the terms of the instrument

Front 412

confidentiality

Back 412

the expectation that disclosed information will not be divulged to third parties

Front 413

confirmation

Back 413

in bankruptcy law, the court's approval of a reorganization

Front 414

confirming bank

Back 414

a bank located in the seller's jurisdiction that makes a legal commitment to the seller that it will honor the terms of the letter of credit issued by the issuing bank in the buyer's jurisdiction

Front 415

confiscation

Back 415

governmental seizure of private property and/or business without a proper purpose or just compensation; in international law, nationalization may be confiscation.

Front 416

conflict of interest

Back 416

in agency law, an act of divided loyalty whereby the agent acts for him/herself rather than for the principal

Front 417

conflict of laws

Back 417

a body of law concerning the determination of which law should be applied to the facts of a particular case when the laws of more than one state or nation may be applicable

Front 418

confusion

Back 418

commingling of two or more owners' personal property so that each owner's property (or property interest, e.g., a precise amount of fungible goods) can no longer be determined or distinguished from the property as a whole

Front 419

conglomerate merger

Back 419

a merger between two or more business entities that are indifferent industries not a horizontal or a vertical merger

Front 420

consanguinity

Back 420

kinship; blood relationship

Front 421

conscious parallelism

Back 421

doctrine that two or more firms acting the same do not violate the Sherman Act (antitrust laws) if their actions are not concerted

Front 422

consent

Back 422

the defense, to all torts and a few crimes, that the plaintiff agreed voluntarily to submit to the defendant's actions or proposals

Front 423

consent order

Back 423

an order issued by an administrative law judge in which a party, without admitting guilt, agrees to stop an allegedly illegal practice

Front 424

consent decree

Back 424

a judgment in which the parties, having agreed on the disposition of a case, have their agreement approved and recorded by the court

Front 425

consequential damages

Back 425

damages that include lost profits and other indirect injury caused by a faulty performance or other breach of a contract if the principles of foreseeability and certainty are met

Front 426

consideration

Back 426

any lawful alteration of responsibilities
(any action, nonaction, or promise); one of the requirements for a valid contract

Front 427

consignee

Back 427

the party receiving goods on consignment

Front 428

consignment intended as security

Back 428

a type of consignment creating a debtor-creditor relationship in which the bailee-consignee assumes initial responsibility for the purchase price of goods, whether or not he/she sells or otherwise disposes of them. The consignor retains title to the goods to secure payment for the goods in the consignee's possession

Front 429

consignor

Back 429

the party delivering goods on consignment

Front 430

consolidation

Back 430

combining two corporations by a procedure under which a third corporation purchases the stock of both corporations

Front 431

conspicuous

Back 431

contract term or clause so written that a reasonable person against whom it is to operate ought to have noticed it

Front 432

constitution

Back 432

a nation's or state's supreme law set of laws, outlining the basic organization, powers, and responsibilities of the government and guaranteeing certain specified rights to the people

Front 433

constructive

Back 433

the legal character or nature of a thing regardless of its actual character or nature; implied, inferred, or made out by legal interpretation

Front 434

constructive abandonment

Back 434

the loss of a trademark's distinctiveness as the result of an owner's acts or inaction (e.g., by allowing a mark to lapse into genericness or by not adequately controlling persons licensed to use that mark)

Front 435

constructive bailment

Back 435

a bailment imposed by law rather than agreement.; for example, a person who finds lost property or receives misdelivered property may be a constructive bailee

Front 436

constructive condition

Back 436

contractual condition that is neither express nor implied, but is imposed by law to meet the ends of justice

Front 437

constructive eviction

Back 437

such material impairment by a landlord of the tenant's ability to enjoy the leased premises as to give the tenant a right to terminate the lease

Front 438

constructive knowledge

Back 438

knowledge that is imputed, such as via these notions: 1. that what an agent knows, his/her principal knows; and 2. that all persons know whatever is publicly recorded

Front 439

constructive notice

Back 439

knowledge of a fact, with the knowledge presumed or imputed by law, such as by recording an instrument, filing a document in court, or placing a legal advertisement in a newspaper or trade journal. Such "knowledge" is regardless of actual knowledge, which may never have been present or may have become forgotten.

Front 440

constructive trust

Back 440

a trust imposed by law against a person who wrongfully obtained and/or retains property; this trust is intended to correct fraud or other misconduct.

Front 441

conspiracy

Back 441

an agreement between, or any combination of, two or more persons to commit an unlawful act

Front 442

consumer credit

Back 442

credit that is extended to persons for personal, family, or household use

Front 443

consumer goods

Back 443

goods bought or used for personal, family or household use

Front 444

consumer expectation test

Back 444

in product liability law, the level of safe performance an ordinary consumer would expect from a product

Front 445

consumer product

Back 445

tangible personal property normally used for family, household, or personal purposes

Front 446

contempt of court

Back 446

showing disrespect toward the court; disobeying a court order

Front 447

contingencies

Back 447

conditions in a contract that may void the contract if not met

Front 448

contingency clause

Back 448

a clause stating that a contract is discharged and performance excused for circumstances beyond the parties' control

Front 449

contingency fee

Back 449

a charge permitted in some civil cases (e.g., negligence lawsuits) whereby the attorney's fee is dependent on successful outcome for the case; generally, the fee is a percentage of the client's recovery

Front 450

continuance

Back 450

adjournment of a lawsuit from one day to another

Front 451

continuation agreement

Back 451

in partnership law, an agreement through which partners may restrict or deny the liquidation right generally arising upon a partner's dissociation

Front 452

contract

Back 452

a legally enforceable agreement, express or implied

Front 453

contract carrier

Back 453

a carrier that transports goods or people under individual contracts for a limited number of customers

Front 454

contracts clause

Back 454

constitutional provision (Article I, Section 10) that states cannot retroactively modify public and private contracts

Front 455

contract remedies

Back 455

judicial relief available to an injured promise when a contractual promise is not performed or is improperly performed

Front 456

contribution

Back 456

the right of a defendant liable for a loss to obtain a sharing of expenses (e.g., payments to the plaintiff) by other persons also responsible for that loss

Front 457

contributory copyright infringement

Back 457

inducing, causing, or materially contributing to the infringing conduct of another with knowledge of the infringing activity

Front 458

contributory negligence

Back 458

an absolute defense to negligence by the defendant because the plaintiff's own negligence contributed to his/her injuries; replaced by the doctrine of comparative negligence in almost all states

Front 459

contributory patent infringement

Back 459

knowingly selling an item that has one specific use that will result in the infringement of another's patent

Front 460

controlling shareholder

Back 460

a shareholder who owns sufficient shares to outvote the other shareholders and thus to control the corporation

Front 461

conversion

Back 461

an intentional tort involving unauthorized, unjustified exercise of control

Front 462

convention

Back 462

law adopted by an international organization that was created by a treaty

Front 463

convertible bond

Back 463

a bond that may be converted by its holder into other securities of a corporation, such as preferred or common stock

Front 464

convertible stock

Back 464

stock that the corporation may convert from one class (preferred) into another class (common)

Front 465

conveyance

Back 465

1. an instrument (e.g., a deed) by which title or other interest in real property are transferred from on person to another 2. any transfer of property or interests in property

Front 466

cooling-off laws

Back 466

those laws that allow consumers a period of time, such as three days, in which to cancel door-to-door sales contracts or other agreements initiated by the other party, a business

Front 467

cooperative

Back 467

1. an association of individuals formed to carry out a common productive enterprise, the profits being shared in accordance with the capital or labor contributed by each individual or otherwise going to the members without gain to the cooperative itself; cooperatives may be for consumers, workers, labor unions, marketing or business purchasing, financial institutions, farmers, insurers, or others 2. a corporation that owns real estate, with each shareholder entitled to lease a portion of the real estate (usually an apartment)

Front 468

copyright

Back 468

the exclusive right to print, sell, and exhibit written material, musical compositions, art works, photographs, movies, television programs, data systems, and other creations placed in a tangible, preserved medium of expression

Front 469

core proceedings

Back 469

bankruptcy proceedings in which creditor claims, allegations of preference, reorganization plans, and other matters are decided

Front 470

corporate crime

Back 470

a crime committed by and thus chargeable to a corporation because of activities of its officers or other employees

Front 471

corporate opportunity

Back 471

a business opportunity available to a corporation; an officer or director who takes personal advantage of a corporate opportunity violates his/her duty to the corporation

Front 472

corporate social responsibility

Back 472

the concept that corporations can and should act ethically and be accountable to society for their actions

Front 473

corporation

Back 473

1. an artificial being created by operation of law, with an existence distinct from the individuals (shareholders) who are its "owners" 2. a word that indicates a business is incorporated

Front 474

corporation by estoppel

Back 474

when a thrid party, in all its transactions with an enterprise, acts as if it were doing business with a corporation, the third party may be prevented from claiming that the enterprise is not a corporation

Front 475

correspondent bank

Back 475

a bank in which another bank has an account (and vice versa) for the purpose of facilitating fund transfers

Front 476

cosigner

Back 476

a person who signs a document along with another person and (depending on state law) who may be equally liable for any debt associated with the document

Front 477

cost-benefit analysis

Back 477

computing the costs of a certain activity and comparing them with the estimated value of the benefits from that activity

Front 478

cost justification

Back 478

in antitrust law (Robinson-Patman Act) cases, a defense that one buyer was offered goods at a lower price than another buyer because of differences in the costs of selling and delivering to those two buyers

Front 479

cost

Back 479

in litigation, an award to the winning party for expenses incurred (but usually excluding attorney's fees), to be paid by the losing party

Front 480

counterclaim

Back 480

a reverse complaint--one by the defendant against the plaintiff; sometimes called a cross complaint or countersuit

Front 481

counteroffer

Back 481

a cross offer by the offeree that has the effect of rejecting the original offer and proposing a new one

Front 482

course of dealing

Back 482

the customary method of doing business between two parties; it is a requirement of the Uniform Commercial Code that the course of dealing of the parties be a factor in determining their contractual intent

Front 483

course of performance

Back 483

the conduct between the parties in the implementation of a contract. This conduct is useful in determining the meaning of the contract and the intent of the parties

Front 484

court

Back 484

a unit of the judiciary; a governmental body intended to apply the law to controversies brought before it and to administer justice

Front 485

covenant

Back 485

an agreement or promise to do or not to do something; an express or implied promise incidental to a deed or contract

Front 486

covenant for further assurance

Back 486

a real estate seller's undertaking to do any further acts needed to perfect the buyer's title as the buyer may reasonably require

Front 487

covenant of (for) quiet enjoyment

Back 487

a grantor's, landlord's, or other landowner's express or implied promise that the grantee or tenant will neither be evicted nor be disturbed in his/her use and enjoyment of real property (e.g., by hostile claimants of title)

Front 488

covenant running with the land

Back 488

a covenant that concerns the land itself and binds (or benefits) all subsequent owners of that land

Front 489

cover

Back 489

to seek a substitute performance of a contract; when seller S breaches, "covering" permits buyer B to purchase goods which conform to the S-B agreement and charge S for any portion of the substituted goods' price exceeding the S-B agreement price

Front 490

cramdown

Back 490

confirmation of a bankruptcy reorganization plan over the objections of one or more class of creditors. The plan must not discriminate unfairly against any creditors and must be fair and equitable

Front 491

crash worthiness doctrine

Back 491

legal principle that automobile makers must design cars not just to operate safely (and avoid crashes) but to minimize harm, when reasonably possible, if there is a crash

Front 492

creditor

Back 492

the party to whom a debtor owes money or another obligation

Front 493

creditor beneficiary

Back 493

a person, not a party to a contract, who claims that he/she is owed the performance of the contract

Front 494

creditors' committee

Back 494

a group of the larger unsecured creditors, with the group's representatives appearing at Bankruptcy Court hearings, participating in negotiation over the reorganization plan, and otherwise supporting or objecting to proposals

Front 495

crime

Back 495

a public wrong, committed with intent or (in a few cases) by negligence, for which the law provides punishment or recompense to society

Front 496

crimes per se

Back 496

certain crimes that either presuppose or do not require criminal intent so that the act alone constitutes a crime

Front 497

criminal fraud

Back 497

fraudulent conduct that is a crime (e.g., larceny by fraud, filing false tax returns)

Front 498

criminal intent

Back 498

mens rea, desired or virtually certain consequences of one's conduct

Front 499

criminal law

Back 499

a body of substantive law governing and defining crimes and punishments for crimes

Front 500

cross-claim

Back 500

a claim filed against one or more parties on the same side of a lawsuit as is the claimant (e.g., by one defendant against another defendant)

Front 501

cross collateralization

Back 501

the collateral for a loan is used to secure obligations under another loan

Front 502

crown jewel

Back 502

a valuable asset of the target corporation that the tender offerer especially wants to acquire in the tender offer

Front 503

cumulative-to-the- extent-earned preference

Back 503

a dividends preference entitling preferred shareholders to carry forward and accumulate unpaid dividends to the extent that the corporation had earnings available to pay the dividends in the year or years in which the dividends were omitted

Front 504

cumulative preferred stock

Back 504

preferred stock that receives dividends accumulated for years in which no dividends were declared or paid, to be paid before any dividend may be paid on the common shares

Hint 504

also called cumulative dividend preference

Front 505

cumulative voting

Back 505

in the election of directors, a voting procedure whereby a shareholder may accumulate his/her votes and distribute them among the candidates as he/she wishes

Hint 505

compare straight voting

Front 506

cure

Back 506

seller's right, under UCC 2-508, to correct a defective performance rather than be liable for breach of contract

Front 507

currency transaction report (CTR)

Back 507

a report that federal law requires financial institutions to file 2. if they suspect criminal activity by a customer who is involved in a financial transaction of $1,000 or more or 2. when a single transaction of currency amounts to more than $10,000

Front 508

custody

Back 508

concerning personal property, immediate charge and control of the property. Custody is not synonymous with possession or ownership; a person can have custody without owning or possessing

Front 509

custom

Back 509

a source of international law, it is a practice involving a consistent course of conduct over a considerable period, a recognition that the practice is consistent with or required by international law and general acquiescence in the practice by other countries

Front 510

customer

Back 510

Under UCC Article 4, any person or entity (including another bank) having an account with a bank or for whom a bank has agreed to collect on instruments

Front 511

"danger invites rescue" doctrine

Back 511

legal principle that if attempted recuses are foreseeable, that rescuers injured while going to someone's resure can recover their damagers from the person(s) who caused the dangerous situation

Front 512

d/b/a

Back 512

"doing business as"

Front 513

dealer

Back 513

in securitites law, a person engaged in the business of buying and selling securities for his/her accout as a principal

Hint 513

compare broker

Front 514

debetor

Back 514

an unsecured, long-term corporate debt security

Front 515

debit card

Back 515

card that immediately transfers funds from user's bank account upon use

Front 516

cyber crime

Back 516

a crime that occurs online, in the virtual community of the internet, as opposed to the physical world

Front 517

cumulative-to-the- extent-earned preference

Back 517

a dividends preference entitling preferred shareholders to carry forward and accumulate unpaid dividends to the extent that the corporation had earnings available to pay the dividends in the year or years in which the dividends were omitted

Front 518

cumulative preferred stock

Back 518

preferred stock that receives dividends accumulated for years in which no dividends were declared or paid, to be paid before any dividend may be paid on the common shares

Hint 518

also called cumulative dividend preference

Front 519

cumulative voting

Back 519

in the election of directors, a voting procedure whereby a shareholder may accumulate his/her votes and distribute them among the candidates as he/she wishes

Hint 519

compare straight voting

Front 520

currency transaction report (CTR)

Back 520

a report that federal law requires financial institutions to file 2. if they suspect criminal activity by a customer who is involved in a financial transaction of $1,000 or more or 2. when a single transaction of currency amounts to more than $10,000

Front 521

custody

Back 521

concerning personal property, immediate charge and control of the property. Custody is not synonymous with possession or ownership; a person can have custody without owning or possessing

Front 522

cyber squatting

Back 522

Internet domain registration confusingly similar or identical to a protected trademark, with the person registering the domain name having no legitimate interest in that particular domain name and presumably registering it in bad faith

Front 523

cyber tort

Back 523

a tort committed in cyberspace

Front 524

cyberlaw

Back 524

an informal term used to refer to all laws governing electronic communications and transactions, particualarly those conducted via the Internet

Front 525

cy pres

Back 525

a near as (possible); equity rule for construing instruments, by which the party's intention is carried out as near as may be, when it would be impossible or illegal to give it literal effect

Front 526

damages

Back 526

in general, compensation designed to make an injured party "whole"; in the law of contracts, the compensation due to the nonbreaching party to recover any financial loss or injury caused by a breach of contract.

Front 527

"danger invites rescue" doctrine

Back 527

legal principle that if attempted rescues are foreseeable, that rescuers injured while going to someone's rescue can recover their damages from the person(s) who caused the dangerous situation

Front 528

debenture

Back 528

an unsecured, long-term corporate debt security

Front 529

debit card

Back 529

card that immediately transfers funds from user's bank account upon use

Front 530

debt

Back 530

a sum of money due, or obligation owed

Front 531

debt security

Back 531

a security issued as evidence of a corporate debt

Front 532

debt subordination

Back 532

an agreement whereby one or more creditors of a common debtor agree to defer payment of their claims until another creditor of the same debtor is fully paid

Front 533

debtor

Back 533

a person who owes someone (a creditor) money or another obligation

Front 534

debtor in possession

Back 534

in Chapter 11 bankruptcy proceedings, a debtor who is allowed to continue in possession of the estate in bankruptcy (the business) and to continue business operations

Front 535

debtor rehabilitation

Back 535

bankruptcy code provisions (chapters 11 and 13) call for the debtor's rehabilitation and reorganization, rather than liquidation, with creditors looking to partial or complete satisfaction of their claims from the debtor's future earnings rather than the debtor's property

Front 536

deceptive advertising

Back 536

advertising that misleads consumers, either by unjustified claims concerning a product's performance or by the omission of a material fact concerning the product's composition or performance

Front 537

decertification

Back 537

removal of a union's certification as exclusive bargaining representative upon ascertainment of a loss of a majority favoring the union pursuant to an election requested by a petitioner

Front 538

declaration by the inventor

Back 538

part of a patent application, it states that the inventor has reviewed the patent application and believes that he/she is the first inventor of the invention

Front 539

declaratory judgment

Back 539

a court judgment declares for the parties their rights and duties concerning a specific controversy

Front 540

decree

Back 540

a judgment, particularly in an equity court

Front 541

deed

Back 541

a document by which title to property (usually real property) is transferred.

Front 542

deed of trust

Back 542

a document similar to a mortgage; when a debtor's purchase of real property is financed (i.e., he/she obtains a loan), a deed of trust conveys title to, but not possession of, the real property to a trustee (someone other than the debtor or creditor), who holds title as security for the debit.

Front 543

de facto corporation

Back 543

a corporation that has not been properly formed even though the incorporators may have made a good-faith effort to do so.

Hint 543

compare de jure corporation

Front 544

defamation

Back 544

a tort; a false communication, oral (slander) or written or otherwise recorded (libel), by the defendant to a third person that harms the plaintiff's reputation

Front 545

default

Back 545

1. failure to perform a duty as promised in a contract, negotiable instrument, deed, loan, or other transaction 2. for loans, an event triggering the lender's right to terminate the loan, accelerate the repayment obligations, and, if the loan is secured, take possession of the property securing the loan.

Front 546

default judgemnt

Back 546

judgment for the plaintiff because the defendant failed to respond to a summons or appear at trial. (Plaintiff's failure to appear may result in dismissal of the case.)

Front 547

defect

Back 547

something wrong, inadequate, or improper in the manufacture, design, packaging, warning, or safety measures of a product

Front 548

defendant

Back 548

the person against whom a criminal prosecution or civil action is filed

Front 549

defense

Back 549

that which a defendant offers as a reason why the plaintiff should not recover what he/she seeks

Front 550

deficiency judgment

Back 550

a judgment against the debtor (mortgagor) for the remaining amount if a creditor (mortgagee) is still owed money on a secured debt (mortgage) after the collateral (mortgaged property) has been sold and the proceeds applied toward payment of the debt

Front 551

definiteness

Back 551

in contract law, a requirement that an offer be sufficiently definite and explicit so that, if the offer is accepted, a court in a subsequent dispute has a reasonably certain basis upon which to determine the existence of a breach and to award an appropriate remedy

Front 552

defraud

Back 552

to deprive a person of his/her rights or property by use of deceit (fraud, misrepresentation)

Front 553

de jure corporation

Back 553

a corporation formed in accordance with all the requirements of the law

Hint 553

compare de facto corporation

Front 554

Delaware corporation

Back 554

a corporation chartered in Delaware and subject to the laws of that state

Front 555

Delaware Court of Chancery

Back 555

the trial court in Delaware that hears corporate law cases

Front 556

del credere agency

Back 556

an agency in which the agent holds harmless the principal against the default of those with whom contracts are made

Front 557

delegated authority

Back 557

in administrative law, powers delegated by the legislature to administrative agencies

Front 558

delegatee

Back 558

the party to whom the duty has been transferred

Front 559

delegation

Back 559

transfer of duties under a contract from one person to another

Front 560

depecage

Back 560

a choice-of-law doctrine under which the court is permitted to apply the laws of different states to different issues when more than one state has an interest in the outcome of a case

Front 561

deposition

Back 561

pretrial discovery involving sworn testimony by a party or any other witness, usually recorded and transcribed by a court reporter or notary public; testimony; ordinarily taken in response to oral questions from the parties' attorneys

Front 562

delegator

Back 562

the obligor who transferred his/her duty to another party (the delegatee)

Front 563

delivery

Back 563

the actual or constructive (implied or inferred) transfer of goods or of an instrument from one person to another

Front 564

demand

Back 564

a request by one person that another person perform an act (e.g., pay an instrument) the performance of which the first person is entitled to receive

Front 565

demand paper

Back 565

an instrument payable on demand; a negotiable instrument that either (a) expressly states it is payable on demand; presentation, and/or sight, or (b) does not state a time for payment

Front 566

de minimis

Back 566

part of the Latin phrase de minimis non curat lex, "the law does not concern itself with trifles"; thus, trifling, of no legal consequence

Front 567

demurrer

Back 567

a motion to dismiss; an initial pleading by the defendant alleging that the complaint fails to state a cause of action

Front 568

de novo

Back 568

(latin) "new"; a new proceeding without regard to prior legal actions

Front 569

denial

Back 569

a defense claiming the plaintiff's claim is untrue

Front 570

depository bank

Back 570

the bank where the holder or payee has an account

Front 571

depreciation

Back 571

a decline in an asset's value because of use, wear, or obsolescence

Front 572

derivative suit

Back 572

a suit brought by one or more shareholders on behalf of the corporation and for its benefit, claiming waste of corporate assets by directors or corporate principals

Front 573

descent

Back 573

succession to ownership of an estate by inheritance or any act of law, not by purchase

Front 574

design patent

Back 574

a patent that protects any novel, original, and ornamental design for an article of manufacture

Front 575

destination bill of lading

Back 575

a bill of lading that is issued at the destination (rather than at the place of shipment) or at any other designated place to ensure that the bill of lading will be available at the destination in advance of the actual arrival of goods

Front 576

destination contract

Back 576

a contract that passes the risk of loss to the buyer when the goods are delivered to the specified destination

Front 577

detriment

Back 577

in the law of contracts, forbearance serving as consideration or value

Front 578

detrimental reliance

Back 578

the concept that an offeree has right against the offeror because the offeree changed his/her position due to justifiable reliance on an offer

Front 579

devise

Back 579

to bequeath property, usually real property, by a will

Front 580

dicta

Back 580

short for the Latin word obiter dicta, "statements in passing"; statements in a judicial opinion that are unnecessary for the decision of the case; dicta are not binding, nor do they carry the force of precedent, as do arguments intrinsic to a judicial holding (singluar form: dictum)

Front 581

direct damages

Back 581

damages immediately and directly caused by breach of contract

Front 582

direct effects doctrine

Back 582

the European Court of Justice doctrine that provides that when a European Union (EU) law or treaty provision is very clear, it becomes immediately effective as law in all EU nations

Front 583

direct liability

Back 583

direct responsibility of a principal for torts committed by his/her agent under certain circumstances

Front 584

directed verdict

Back 584

a judge's decision that one side has not presented evidence sufficient to support a verdict in its favor; thus the court renders a judgment in favor of the other party immediately before jury deliberations begin

Front 585

directive

Back 585

a European Union (EU) law that establishes an EU standard but allows each member to enact a law in its own nation to implement that law

Front 586

director

Back 586

a person elected by the shareholders to serve on a board that oversees the management of a corporation

Front 587

directorates general

Back 587

the cabinet subdivisions of the EU Commission, each one having a particular area of responsibility

Front 588

disability

Back 588

a physical or mental impairment that limits a major life function

Front 589

disaffirmance

Back 589

cancellation or rejection of a contract made by a person during his/her minority upon reaching the age of majority or within a reasonable time thereafter

Front 590

discharge

Back 590

1. the termination or completion of a contract 2. in commercial paper, the removal of parties' liability on an instrument, usually by payment 3. the release of an employee from his/her employment 4. in bankruptcy law, the release of a debtor from his/her debts

Front 591

disclaimer

Back 591

1. a denial of warranty 2. in negotiable instruments law, an indorsement phrase (most frequently, "without recourse") that places subsequent holders on notice that the indorser willl not be liable if the instrument is not paid

Front 592

disclosed principal

Back 592

a principal/agency relationship in which a third party knows, or should know, that the agent is acting for a principal, and the third party knows the identity of the principal. The agent thus has no personal responsibility.

Front 593

discount shares

Back 593

shares issued for less than par or stated value; a share holder who purchases shares at discount is liable to the corporation for the amount of the discount

Front 594

discovery

Back 594

pretrial procedures by which the parties to a lawsuit obtain information from other parties and from potential witnesses

Front 595

disgorge

Back 595

to give up illegally gained profits by court order to prevent unjust enrichment

Front 596

dishonor

Back 596

to refuse to pay (or accept for later payment) an instrument

Front 597

disparagement

Back 597

trade libel; a business defamation that involves injurious falsehoods about a product or a competitor's reputation

Front 598

disparagement of property

Back 598

an economically injurious falsehood made about another's product or property. A general term for torts that are more specifically referred to as slander of quality or slander of title

Front 599

dispute negotiation

Back 599

backward looking negotiation that addresses past events that have cause disagreement

Front 600

dissenting shareholder

Back 600

one who opposes a fundamental change and has the right to receive the fair value of his/her shares

Front 601

dissociation

Back 601

the end of a relationship with a partnership

Front 602

dissolution

Back 602

1. the termination of a corporation's existence 2. a change in partners' relationship cause when one partner ceases, generally because of death or voluntary or involuntary withdrawal, to be associated with the partnership business

Front 603

distribution

Back 603

a distribution of a corporate asset to the shareholders

Front 604

distribution of assets

Back 604

in the dissolution of a partnership, after winding up is completed the distribution of partnership assets to creditors and partners

Front 605

distributive negotiations

Back 605

negotiations in which the only issue is the distribution of the fix pie

Hint 605

also called zero sum negotiations

Front 606

distributorship

Back 606

a business arrangement (e.g., franchise) in which a manufacturer licenses dealers to sell products

Front 607

diversity jurisdiction

Back 607

the authority of federal courts to hear a civil case based on state law if the case involves parties from different states and the amount in controversy is more than $75,000

Front 608

divestiture

Back 608

compulsory sale or other removal, by a business entity, of assets acquired in violation of antitrust laws

Front 609

divided ownership

Back 609

type of fixture dispute that arise when the owner of a chattel (for example, a tenant) annexes it to the land of another (e.g., a landlord) requiring a determination of whether the attached article now belongs to the landowner

Front 610

divisibility

Back 610

a contract doctrine used to determine when a party who has partially performed, but has failed to render complete performance, is entitled to recover for the part performance. If a contract is divisible, performance of a divisible part entitles the party to the agreed exchange for that part, despite nonperformance of other parts of the contract. Generally, a contract is divisible if full performance can be divided into corresponding pairs of part performances so that the exchange of part performances can be regarded as agreed equivalents

Front 611

dividend

Back 611

a distribution of cash or stock to the shareholders of a corporation

Front 612

division of powers

Back 612

the arrangement in which constitutions (e.g., the U.S. Constitution) give to each branch of government a different, major area of responsibility: legislative (law making), executive (law enforcement), or judicial (law interpretation)

Front 613

docket

Back 613

in the court records of a case, a book or case jacket briefly stating all pleadings, hearings, and other actions in the case

Front 614

doctrine of equivalents

Back 614

the doctrine that there is a patent infringements when a patent is not literally copied but is replicated to the extent that the infringer has created a product or process working substantially the same way and accomplishing substantially the same result as the original patent

Front 615

documentary letter of credit

Back 615

a letter of credit issued by a bank that provides for payment by the bank to the beneficiary upon tender by the beneficiary (or its agent or assignee) of specified documents; frequently used to secure payment for goods and repayment of loans in international transactions

Front 616

doing business

Back 616

for a corporation, the maintenance of sufficient contacts in a foreign state, on a continuous and regular basis, to make it accountable to that state for its actions

Front 617

domestic corporation

Back 617

a corporation carrying on business in the state of its creation; in that state, it is "domestic"

Front 618

domicile

Back 618

an individual's permanent legal residence; for corporations, the central office, where its primary functions are discharged, according to law

Front 619

dominant estate

Back 619

land whose owner has rights in other land

Front 620

dominion

Back 620

ownership rights in property, including the right to possess and control the property

Front 621

donative intent

Back 621

language or circumstances indicating that the owner intended to give away a particular property; a necessary element of a gift

Front 622

donee

Back 622

the recipient of a gift

Front 623

donee beneficiary

Back 623

a person, not a party to a contract, who claims that the performance of the contract was a gift to him/her

Front 624

donor

Back 624

the person who makes a gift

Front 625

dormant partner

Back 625

one who is both a silent and a secret partner

Front 626

double indemnity clause

Back 626

life insurance clause doubling proceeds if insured dies accidentally

Front 627

double jeopardy

Back 627

prohibition in the U.S. Constitution, Fifth Amendment, against trying a person twice for the same crime

Front 628

dowry

Back 628

property or something else of value given as additional consideration for the obligation of marriage; the promise to give dowry is subject to the Statute of Frauds. "Dowry" is that which is given to the wife; "curtesy" is given to the husband

Front 629

draft

Back 629

a three-party instrument in which the drawer orders the drawee to pay a fixed amount of money to the payee, or another person specified by the payee, either on demand or at a particular time in the future

Front 630

dragnet clause

Back 630

in a security agreement, a provision giving the secured party a security interest in all the debtor's property and in the proceeds from the sale of such property

Front 631

dram shop acts

Back 631

state statutes imposing liability on businesses that serve alcoholic drinks to the public (e.g., bars, taverns) for injuries resulting from accidents caused by the businesses' intoxicated customers

Front 632

drawee

Back 632

the person upon whom a draft is drawn by the drawer. The drawee, usually (always, when the draft is a check) a bank, is directed to pay the sum of money stated on the draft

Front 633

drawer

Back 633

the person who draws (writes) a draft. The drawer directs the drawee to pay the sum of money stated on the draft

Front 634

due care

Back 634

the standard of care a person owes to others in the law of torts; usually that degree of care that a reasonable person would exercise in the same situation. Also referred to as "duty of care"

Front 635

due diligence

Back 635

for accountants or financial officers, a defense to Section 11 violations of the 1933 Securities Act (material omissions or false statements related to a registration statement)--essentially, the defense is that the accountant/financial officer acted reasonably (was not negligent)

Front 636

due process

Back 636

protection granted by the U.S. Constitution, Fifth and Fourteenth Amendments, against the government's depriving a person of "life, liberty, or property" without according that person fundamental procedural rights. ( In some cases of "substantive due process," the deprivation is not permitted, no matter what procedure is followed.)

Front 637

dummy corporation

Back 637

a subsidiary corporation so completely dominated by its parent corporation as to have no legally recognizable separate existence

Front 638

dumping

Back 638

selling of imported (often subsidized) goods at unfairly low prices to gain market share

Front 639

duress

Back 639

coercion, either physical or mental, that deprives a person of free will to make a contract

Front 640

duty of diligence

Back 640

a director or officer must act with reasonable care and skill and make decisions only after properly obtaining all information necessary for an informed decision

Front 641

duty to read

Back 641

rule of contract law that a person who signs his/her name to a contract manifests his/her assent to its terms and may not later assert that that he/she had not red it or did not understand its contents

Front 642

early neutral case evaluation

Back 642

a form of alternative dispute resolution in which a neutral third party evaluates the strengths and weaknesses of the disputing parties' positions; the evaluator is often an attorney or other expert in that area of practice, and his/her opinion forms the basis for negotiating a settlement

Front 643

earmarking doctrine

Back 643

a bankruptcy doctrine whereby a payment to a preexisting creditor may not be recoverable as a preference if the funds for the repayment were provided by some other creditor and not by the debtor

Front 644

earned surplus

Back 644

undistributed net profits or income of a corporation

Front 645

earnest (money)

Back 645

the payment of some part of the price of goods sold, or the delivery of some part of such goods, in order to bind the contract

Front 646

easement

Back 646

a limited right to sue (affirmative easement), or a prohibition of use of (negative easement), another person's land for a specific purpose

Front 647

easement by necessity

Back 647

an implied easement that occurs when a land transfer makes an easement necessary to gain access to granted or retained land

Front 648

easement by prescription

Back 648

an easement acquired in essentially the same manner as title to land is gained through adverse possession: here, actual, open, continual, and nonpermissive easement use of another's land for the required statutory period of time

Front 649

easement in gross

Back 649

an express easement given for a specific purpose (e.g., for commerce or other public purposes such as placing utility lines). There is no adjoining dominant estate for this "personal easement" (i.e., not running with the land)

Front 650

ecclesiastical courts

Back 650

early English courts of the Catholic church or other religious orders established to try matters pertaining to religion or offenses against religion; during the time of Henry VIII these courts were merged into the equity courts

Front 651

e-commerce

Back 651

business transacted in cyberspace

Front 652

e-contract

Back 652

a contract that is entered into in cyberspace and is evidenced only by electronic impulses (e,g., those that make up a computer's memory) rather than, for example, a typewritten form

Front 653

EDGAR

Back 653

acronym for the Securities and Exchange Commission's Electronic Data, Gathering, Analysis, and Retrieval System

Front 654

effects test

Back 654

a test for personal jurisdiction that asks whether conduct outside the United States has had a substantial adverse effect on American businesses, consumers, or investors or on securities markets

Front 655

effluent charge

Back 655

a fee, fine, or tax on a business for its polluting activity, usually on a per unit basis

Front 656

eiusdem generis

Back 656

(Latin) "of the same class or kind"; a rile of contract or statutory construction indicating that in a series of words or phrases each word or phrase lends meaning to other words and phrases in the series

Hint 656

Compare noscitur a sociis

Front 657

ejectment

Back 657

1. a civil action to recover possession of real property 2. a civil action to determine whether plaintiff or defendant has title to certain land

Front 658

election

Back 658

an agency and contract law doctrine that, when the principal is undisclosed but the principal's existence and identity is later discovered, the third party must choose between holding either the principal or the agent liable on the contract

Front 659

election of remedies

Back 659

choice by a party of one contract remedy to the exclusion of others. Contract law generally does not require that an injured promisee make an election of remedies

Front 660

Electronic Data Gathering, Analysis, and Retrieval (EDGAR)

Back 660

system that performs automated collection, validation, indexing, acceptance , and forwarding of submissions by companies that are required by law to file forms with the SEC

Front 661

electronic signature

Back 661

an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record

Front 662

Electronics funds transfer

Back 662

a transaction with a financial institution by means of computer, electronic instrument, or telephone

Front 663

Emancipation

Back 663

the act by which a minor is freed from the control of parent or guardian

Front 664

Embezzlement

Back 664

crime whereby a person lawfully possessing or having access to money or property belonging to another, unlawfully uses that money or property for his/her own purposes.

Front 665

Emergency

Back 665

sudden, unexpected event calling for immediate action

Front 666

Emergency authority

Back 666

type of implied authority that arises when the principal cannot be reached and immediate action by the agent is required to protect the principal’s interests

Front 667

E-money

Back 667

prepaid funds recorded on a computer or a card (such as a smart card)

Front 668

Eminent domain

Back 668

the power of, and its exercise by, the government to buy, at fair market value, privately owned real property for the public benefit.

Front 669

Emission offset

Back 669

Clean Air Act requirement that existing pollution be reduced as much or more than the new pollution created by a business firm’s new or expanded facilities

Front 670

Employee handbook

Back 670

employer-generated document concerning employment policies and procedures disseminated to employees, also called employee manual

Front 671

Employee

Back 671

one who agrees to perform work under the control and supervision of another

Front 672

Employment discrimination

Back 672

hiring, firing, compensating, promoting, or training of employees based on race, color, sex, religion, national origin, or other unlawful classifications

Front 673

Employment law

Back 673

law pertaining to the individual rights of employees and employers (e.g., as to hiring, firing, promotion)

Front 674

Enabling act

Back 674

legislation by which an administrative agency is created and powers are delegated to it

Front 675

En banc

Back 675

legal proceeding before, or decisions by, the court as a whole (all of its judges) rather than a single judge

Front 676

Encroachment

Back 676

1. unlawful use or possession of another’s property 2. a franchisor’s sale of an outlet to a franchisee and then later (a) selling another outlet nearby to another franchisee or (b) establishing nearby his/her own franchisor-owned outlet.

Front 677

Employment

Back 677

a contractual relationship whereby one person agrees to perform work under the control and supervision of another; a master/servant relationship

Front 678

Encryption

Back 678

the process by which a message (plaintext) is transformed into something (ciphertext) that the sender and receiver intend third parties not to understand

Front 679

Encumbrance

Back 679

a burden on either title to property or on the property itself (e.g., a mortgage, a lien) Also spelled as “incumbrance”

Front 680

Enforceable contract

Back 680

a contract in which the promisee is entitled to a contract remedy if the promisor fails to perform

Front 681

Enjoin

Back 681

to issue an injunction

Front 682

Enterprise

Back 682

any individual, partnership, corporation, association, or other legal entity and also any union or group of individuals associated in fact although not a legal entity

Front 683

Entire contract

Back 683

a contract that is not divisible (i.e., a contract in which corresponding part performances are not agreed-upon equivalents)

Front 684

Entirety

Back 684

term for something the law considers as one whole, unable to be divided into parts

Front 685

Entity

Back 685

a being, thing, or organization having a legal existence

Front 686

Entrapment

Back 686

the defense that a criminal act was induced by a governmental agency, with criminal intent originating from that agency (e.g., police)

Front 687

Environmental impact statement

Back 687

a comprehensive statement on the ecological effects, possible alternative, etc., required by the National Environmental Policy Act (1969) for any action that may significantly affect environmental quality and that involves federal funds, approval, licensing or supervision.

Front 688

Environmental law

Back 688

statutory, regulatory, and case law, the most significant being federal, designed to protect and clean the environment

Front 689

Equal dignity rule

Back 689

the rule that an agent’s contracts to sell property covered by the Statue of Frauds must be in writing to be enforceable

Front 690

Equal pay

Back 690

equivalent pay for the same work

Front 691

Equal protection

Back 691

a provision in the U.S Constitution, Fourteenth Amendment, that no person may be denied “the equal protection of the laws”; generally requires that any differences in treatment be reasonable and related to a permissible, governmental purpose (the “rational basis” test) but for cases involving “suspect” classifications (e.g., by race or religion) or fundamental rights (e.g., voting, marriage) differential treatment must be as narrow as possible and also necessary to achieve a compelling governmental interest ( the “strict scrutiny” test)

Front 692

Equitable

Back 692

just, fair, and right, available under the rules of equity

Front 693

Equitable ownership

Back 693

ownership, but with another person having the right of possession and of voting, as in a voting trust

Front 694

Equitable principles and maxims

Back 694

general propositions or principles of law that have to do with fairness (equity)

Front 695

Equitable remedies

Back 695

in contract law, remedies that a court may award when there has been a breach and when the legal remedy (a damages award) would be inadequate; such remedies include injunction, reformation, rescission, and specific performance

Front 696

Equitable servitude

Back 696

a restriction on the use of land that is enforceable by a court

Front 697

Equitable tolling

Back 697

the doctrine that the statute of limitations will not bar a claim if the plaintiff, despite diligent efforts, did not discover the injury until after the limitations period had expired

Front 698

Equity

Back 698

historically, in England and the United States, a parallel and independent legal system based on principles of “fair play” or equity; now merged into the general court system, with responsibility for (among other matters) family law, injunctions, and specific performance of contracts

Front 699

Equity capital

Back 699

capital earned by a corporation through its sale of stock interests; the cash or property contributed to an enterprise in exchange for an ownership interest.

Front 700

Equity of redemption

Back 700

the mortgagor’s right, from the time of default until the foreclosure sale, to redeem (recover) the property by fully paying the debt, plus the foreclosure costs to date and any interest

Front 701

Equity remedy

Back 701

an appropriate remedy, based on fairness, awarded by court to the harmed party in order to correct the situation

Front 702

Equity securities

Back 702

securities issued to generate funds to operate the corporate enterprise; shares of common and preferred stock

Front 703

Error

Back 703

a mistake of law, or false or inappropriate application of law; harmless errors at the trail level ( ones that do not prejudice the appellant’s rights) are not grounds for reversing or vacating a judgment, while reversible errors are

Front 704

Escheat

Back 704

the passage of property to the state when a person dies intestate (without a will) and without any surviving relatives (heirs)

Front 705

Escrow

Back 705

placing a document, instrument, or funds in the hands of a third person, who holds the item or funds as a fiduciary, until the contract is performed or some other event occurs such that the escrow holder should then deliver the item or funds to the proper party (e.g., the grantee)

Front 706

Essence (of the)

Back 706

an expression stating that a certain thing (generally time of performance) is a condition of the contract

Front 707

Establishment Clause

Back 707

provision in the U.S. Constitution’s First Amendment that prohibits the government from either establishing a state religion or promoting one religion over another

Front 708

Estate

Back 708

1. the sum total of a person’s real and personal property; also , the nature, quantity and extent of interest that a person has in real or personal property (his/her right to possess, use and enjoy the property) 2. in bankruptcy proceedings, all of the debtor’s legal and equitable interests in property presently held, wherever located, together with certain jointly owned property, property transferred in transactions voidable by the trustee, proceeds and profits from the property of the estate, and certain property interests to which the debtor becomes entitled within 180 days after filing for bankruptcy

Front 709

Estate for years

Back 709

a tenancy (leasehold) for a definite period of time

Front 710

Estate pur autre vie

Back 710

estate in land granted to an individual with reference to the life span of a second individual

Front 711

Estate tax

Back 711

federal tax imposed on all property remaining in an estate after debts have been paid, together with other property such as certain trust funds and property held in joint tenancy with right of survivorship, less a deduction allowed for property transferred to the decedent’s spouse or to charity

Front 712

Estop

Back 712

to be blocked by one’s previous actions from asserting certain legal claims or defenses

Front 713

Estoppel

Back 713

a legal circumstance in which a person, by reason of his/her actions, cannot assert certain legal defenses or rights that are contrary to these actions

Front 714

Estary statute

Back 714

state statutory procedures (including publication of notice) whereby the finder/holder of lost or mislaid property may claim title to it if it is not reclaimed b the owner within the statutory period

Front 715

Et al.

Back 715

Latin abbreviation meaning “and another” or “and others”

Front 716

Ethics

Back 716

moral values and principles applied to social behavior

Front 717

Eviction

Back 717

action by the landlord to expel a tenant from the leased premises; eviction may be actual or constructive

Front 718

Evidence

Back 718

testimony, documents, and other relevant information presented at a trial, in accordance with the rules of evidence, so that the trier of fact (judge or jury) can determine the truth of facts at issue

Front 719

Exception

Back 719

a formal objection to the court’s action at trial, be it findings of fact or—more commonly—an evidentiary ruling: the excepting party is formally noting that it will seek to reverse the court’s action, and preserve the benefit of his/her request or objection in some future proceeding

Front 720

Exchange

Back 720

any organization, association, or group of persons that constitutes, maintains, or provides a marketplace or facilities for bringing together purchasers and sellers of securities

Front 721

Excise tax

Back 721

a tax on the sale of a particular commodity, whether specific (per unit) or ad valorem ( a percentage of the total value)

Front 722

Exclusion

Back 722

part of an insurance policy that states what the policy will not cover

Front 723

Exclusionary rule

Back 723

constitutional law doctrine that evidence obtained from an unreasonable search and seizure can generally be barred from introduction at a trial or an administrative proceeding

Front 724

Exclusive dealing

Back 724

sole right to sell goods in a defined market

Front 725

Exclusive jurisdiction

Back 725

the authority of only one type of court (e.g., state or federal) to decide a case

Front 726

Exculpatory clause

Back 726

a provision in a contract excusing one or both parties from the legal consequences of his/her or their actions or negligence

Front 727

Executed contract

Back 727

a contact fully performed by both parties

Front 728

Execution

Back 728

1. the legal process of enforcing a judgment, usually by seizing and selling the judgment debtor’s property 2. performance of all acts needed to carry out completely a contract

Front 729

Execution sale

Back 729

a sale carried out to execute a judgment under authority of a judicial power

Front 730

Executive

Back 730

an employee whose primary duty is to manage the enterprise (or a department, division, or subdivision of the enterprise) where he/she is employed

Front 731

Executive agreement

Back 731

an agreement that the U.S. president makes with foreign countries without needing the U.S. Senate’s consent, as treaties require

Front 732

Executive order

Back 732

a Presidential order to establish or to enforce a legal requirement

Front 733

Executive privilege

Back 733

the U.S. president’s immunity against forced disclosure of presidential communications made in the exercise of executive power

Front 734

Executor

Back 734

the person named in a will to administer the decedent’s estate. Sometimes referred to as a “personal representative.”

Front 735

Executory contract

Back 735

a contract that as not been fully performed by one or both parties

Front 736

Exemplary damages

Back 736

damages designed to make an example of the defendant.

Front 737

Exempt property

Back 737

debtor’s property protected by state or federal statute from seizure by a debtor’s creditor or a trustee in bankruptcy; such property cannot be sold or otherwise taken to satisfy a debt

Front 738

Exempt security

Back 738

a security not subject ot the registration requirement of the Securities Act of 1933

Front 739

Exempted transaction

Back 739

a transaction in which the issuance of securities is not subject to the registration requirements of the Securities Act of 1933

Front 740

Exemption

Back 740

legal excuse from a duty imposed by law or from the operation of law (e.g., property exempt from a bankruptcy proceeding)

Front 741

Exhaustion of remedies

Back 741

a doctrine whereby court appeals are not permitted until administrative remedies are exhausted; the appellants must use all available agency procedures before complaining to a court of law.

Front 742

Exit vehicle

Back 742

a method for investors to get their money back without liquidating a company, such as through acquisition by a larger company or through an initial public offering of the company’s securities.

Front 743

Exon-Florio provision

Back 743

statutory law allowing the U.S. president to prevent a foreign business’ purchase of any U.S. firms, such as airline or defense companies, if such purchase would threaten national security

Front 744

Ex parte

Back 744

(Latin) “on or from one side”; judicial proceeding requested by one party without notice to or attendance by an opposing party (e.g., a hearing to decide whether to impose a temporary restraining order)

Front 745

Expectation theory

Back 745

contract law concept that damages should place the injured party in the position he/she would have occupied if the contract had been fully performed

Front 746

Ex post facto law

Back 746

(latin) “from a thing done afterward”; a law making criminal a past action that was not defined as criminal when it occurred; forbidden by the U.S. Constitution, Article I, Sections 9 and 10

Front 747

Express condition

Back 747

a condition deliberately created by the parties at the time when the contract was made

Front 748

express contract

Back 748

a conscious, specific contract; it must be written or oral, or partly written and partly oral.

Front 749

Express warranty

Back 749

an explicitly made contractual promise about transferred property or contract rights; for sales of goods, an affirmation of fact that the goods meet certain standards of quality, performance, description, or condition

Front 750

Expropriation

Back 750

governmental seizure of private property and/or business for a proper, public purpose and with the payment of just compensation.

Front 751

Extension plan

Back 751

a plan by which creditors are repaid the entire indebtedness, but the period for payment is extended beyond the original due date.

Front 752

Extortion

Back 752

making threats to obtain property

Front 753

Extraction

Back 753

process by which a debtor uses proceeds from the sale of inventory to pay his/her salary, overhead, and other fixed expenses

Front 754

Extradite

Back 754

to return an alleged criminal to the state in which his/her crime supposedly occurred, and where a trial should take place

Front 755

Extrinsic fraud

Back 755

fraud in which the party is aware of the bargain he/she is making but has been induced to make the agreement by a deliberately false representation; also known as fraud in the inducement

Front 756

Face value

Back 756

amount of coverage on an insurance policy

Front 757

Fact finding

Back 757

process in which a court, administrative agency, or some other governmental unit or a third party acting on behalf of a court, agency or other unit, investigates the issues and make determinations of fact

Front 758

Factor

Back 758

an agent (a) employed to sell goods for a principal, usually in the agent’s own name, and (b) given possession of the goods for that purpose

Front 759

Failing firm defense

Back 759

an antitrust principle that a normally unlawful merger may be permitted because one of the firms is in danger of going out of business

Front 760

Failure to warn

Back 760

failure of a product to carry adequate warnings of the risks involved in the normal use of the product

Front 761

Fair market

Back 761

in real property law, the amount of money that a willing purchaser would pay to a willing property owner considering all uses for which the land is suited or might be applied

Front 762

Fair trade law

Back 762

a federal law providing for temporary relief to domestic industries seriously injured by increasing imports, regardless of whether unfair practices are involved

Front 763

Fair use

Back 763

an exception to the exclusivity of use generally given to copyrights; an example is limited reproduction, for classroom or other nonprofit purposes, of a small portion of a work in such a way as to have little effect on the market for the work, (Literary criticism, social commentary, news reporting, educational activities, scholarship, and research are among the numerous traditional fair uses.)

Front 764

False arrest

Back 764

the intentional tort (or crime) involving detention of the plaintiff, without his/her permission, under the falsely asserted authority of the defendant

Front 765

False imprisonment

Back 765

the intentional tort (or crime) involving wrongful use of force, physical barriers, or threats of force to restrain the plaintiff’s freedom of movement

Front 766

Family law

Back 766

the law of divorce, adoption, and other family matters, transferred from the ecclesiastical courts of England to the equity court in the time of King Henry VIII

Front 767

Fanciful marks

Back 767

words that have no prior meaning until used as a trademark in connection with a particular product (e,g., Kodak for camera products or Exxon for gasoline)

Front 768

F.A.S.

Back 768

“free alongside ship” –seller’s risk and cost of transport until delivered next to the ship

Front 769

Featherbedding

Back 769

an unfair labor practice, prohibited by the Taft- Hartley Act (1947), whereby employers pay for work not actually performed

Front 770

Federal corporation

Back 770

a corporation organized under the laws of the United States for a federal purpose

Front 771

Federal preemption

Back 771

the federal government’s right to regulate matters within its powers to the possible exclusion of state regulation

Front 772

“federal questions” jurisdiction

Back 772

a type of subject-matter jurisdiction; the authority of federal courts to hear and decide cases involving the U.S. Constitution, federal statutes, or treaties

Front 773

Federalism

Back 773

a form of government in which power is divided between a national government and state (provincial) governments

Front 774

Fee simple absolute

Back 774

the highest form of ownership and possession; a fee simple estate includes all rights in real property

Front 775

Fee simple defeasible

Back 775

ownership of an estate that may last forever, but which may cease (be defeated) upon the happening of an event

Front 776

Fee simple determinable

Back 776

ownership of an estate that automatically ends if a specified action occurs

Front 777

Fee simple subject to a condition subsequent

Back 777

ownership of an estate that is subject to a grantor’s right of repossession if a specified action occurs

Front 778

Fee simple subject to an executory limitation

Back 778

a defeasible (qualified) fee simple interest in land that passes to a third party (other than the grantor or his/her heirs) upon the occurrence or nonoccurrence of an event state in the instrument creating the interest

Front 779

Fee tail

Back 779

an estate of inheritance, descending only to a certain class or classes of heirs (e.g., an estate is conveyed or devised “to B and the heirs of his body,” or “to B and the heirs male of his body,” or “to B and the heirs female of his body”)

Front 780

Fellow servant rule

Back 780

common law defense relieving the employer from liability to an employee for injuries caused by negligence of a fellow employee

Front 781

Felony

Back 781

a serious crime punishable by imprisonment; a crime placed by a state’s criminal code in a class more serious than the other main class of crimes, misdemeanors

Front 782

Feminist jurisprudence

Back 782

the theory that law has been dominated by males and needs to adjust to more accurately include female views and experiences

Front 783

Fictitious business name statement

Back 783

an official document that must be filed with the appropriate governmental agency in order for a sole proprietorship to be allowed to use a particular name

Front 784

Fictitious payee

Back 784

a made-up payee whose account is actually controlled by a dishonest employee or other person, with the drawer/maker duped into drafting or making negotiable instruments payable to this fictitious person; under negotiable instruments law, negotiation is effective, and thus the drawer/maker may not have an effective defense against paying the instrument (except to those who actually duped him/her)
Fidelity insurance insurance that an employer buys to protect itself from the dishonesty (e.g., theft) of employees

Front 785

Fiduciary

Back 785

a person occupying a position of trust in relationship to another

Front 786

Fiduciary duty

Back 786

duty of utmost loyalty and good faith owed by a fiduciary, such as an agent owes to his/her principal

Front 787

Fiduciary out

Back 787

the allowance in a merger agreement for the target company’s directors to remain faithful to their fiduciary duties to shareholders (e.g., by recommending other unsolicited offers) even after signing an agreement with a suitor company

Front 788

Final credit

Back 788

the payor bank’s payment of the instrument

Front 789

Final-offer arbitration

Back 789

a form of arbitration used most notably in baseball salary disputes; each side submits its best and final offer to the arbitrator, who must choose one of the two proposals

Front 790

Financing statement

Back 790

a document filed to perfect a security interest

Front 791

Firm commitment underwriting

Back 791

the underwriters agree to purchase the entire offering, thus effectively shifting the risk of the offering from the issuer to the underwriters

Front 792

Firm offer

Back 792

an irrevocable, signed, written offer by a merchant to sell or buy goods, stating that the offer will not be withdrawn for a specified period ( not to exceed 3 months)

Front 793

Firm offer rule

Back 793

a rule of sales law that a merchant’s written, signed offer to buy or sell goods stating that it will be held open is binding without consideration for the period stated, not exceeding three months

Front 794

Fitness (warranty of)

Back 794

an implied warranty that the specified goods are fit for the buyer’s use or purpose

Front 795

Fixture

Back 795

what was personal property and has become attached to real property (i.e., so incorporated into real property that it is difficult, costly and/or impossible to remove); generally treated as part of the real property

Front 796

Flame

Back 796

an online message in which one party attacks another in harsh, often personal terms

Front 797

Floater policy

Back 797

an all-risk insurance for loss or damage to personal property from almost any cause

Front 798

Floating lien

Back 798

a security interest in property that the debtor did not possess when the security agreement was executed; a security interest retained in collateral despite the collateral’s change in character, classification, or locations; examples are liens on after-acquired property, future advances, and sales proceeds

Front 799

F.O.B.

Back 799

“free on board”—risk and cost of loss pass to buyer at the designated point

Front 800

Force majeure

Back 800

an occurrence that is beyond the control of a party to a contract and therefore excuses his/her performance (e.g., an act of GOD)

Front 801

Forbearance

Back 801

refraining in from acting when one has the right to act. In this sense, forbearance may be consideration

Front 802

Foreclosure

Back 802

the proceeding whereby a mortgagee takes title to, or forces the sale of, mortgaged property in order to satisfy the mortgagor’s debt

Front 803

Foreign corporation

Back 803

a corporation carrying on business in any state other than the stat of its creation; in all such states, it is “foreign”

Front 804

Foreign-natural test

Back 804

the test courts impose to determine if foods and beverages are merchantable; if the cause of a plaintiff’s injury naturally occurs in the food or beverage (e.g., perhaps bones in a fish dinner), the product is considered merchantable and the merchant is not liable

Front 805

Forgery

Back 805

1. falsely making or materially altering a legal document (e.g., a negotiable instrument) in order to defraud another person and/or otherwise affect rights 2. without authority, writing another person’s name (signature) on a legal document as if that person had done so.

Front 806

Forum section clause

Back 806

a provision in the contract designating the court, jurisdiction, or tribunal that will decide any disputes arising under the contract

Front 807

Forum shopping

Back 807

a party to a lawsuit attempts to have a case tried in a particular court of jurisdiction where the party feels the most favorable judgment or verdict will be received

Front 808

Forward vertical integration

Back 808

merger in which a business has proceeded forward in the supply chain to acquire a business to who it sells goods or service (e.g., an automobile manufacturer buys a car dealership

Front 809

Forward-looking statement

Back 809

a statement issued by a business that projects earnings and losses.

Front 810

Four unities

Back 810

time, title (source), interest, and possession

Front 811

Franchise

Back 811

a contractual arrangement in which the owner (franchisor) of a trademark, trade name, copyright, patent, trade secret, or some form of business operation, process, or system permits others (franchisees) to use that property, operation, process, or system in furnishing goods or services

Front 812

Franchisee

Back 812

a person who is granted a franchise

Front 813

Franchisor

Back 813

a person who grants a franchise

Front 814

Fraud

Back 814

an intentional tort (or crime) consisting of intentional misrepresentation of a material fact, made knowingly with intent to defraud, that is justifiably relied upon by the other party and causes injury to him/her. Also called “deceit” or “misrepresentation.”

Front 815

Fraud against consumers

Back 815

a crime (or tort: fraud) involving such activates as fraudulent solicitation in the mail, false advertising about products, and false labeling.

Front 816

Fraud in the execution

Back 816

a fraud pertaining to the execution or signing of an instrument or a contract

Front 817

Fraud in the inducement

Back 817

a fraud, pertaining to the value of goods to be sold or services to be obtained, thus inducing the execution of an instrument or a contract.

Front 818

Fraud on the market

Back 818

the theory that if the information about a company available to the market is incorrect, then the market price will not reflect the true value of the stock

Front 819

Fraudulent conveyance (transfer)

Back 819

a transfer of property or property rights made to defraud creditors. Such transfers may be challenged, and the creditor can reach (e.g., attach) the property by following the appropriate legal procedures.

Front 820

Freedom of speech

Back 820

the right to engage in oral, written, and symbolic speech protected by the U.S. Constitution’s First Amendment

Front 821

Free exercise clause

Back 821

a provision in the U.S. Constitution’s First Amendment that bars the government from interfering with the exercise of religion

Front 822

Freehold

Back 822

1. real property held for life or in fee (e.g., fee simple) 2. an estate of uncertain duration, as opposed to a leasehold

Front 823

Freeze-outs

Back 823

a majority shareholder prevents a minority shareholder from participating in the decision-making process

Front 824

Frolic and detour

Back 824

when an employee or agent does something outside the scope of his/her employment or agency; actions to further the agent’s or employee’s own interest (not the employer’s or principal’s interests), and thus actions for which the employer or principal is not liable under respondeat superior

Front 825

Front pay

Back 825

an amount of money awarded a victim of discrimination to make the victim whole for the loss of future work opportunities with an employer due to the employer’s wrongful discrimination

Front 826

Fruit of the poisonous tree

Back 826

evidence acquired directly or indirectly as a result of an illegal search or arrest, hence generally inadmissible

Front 827

Frustration of purpose

Back 827

doctrine excusing a promisor when the contract’s objectives have been completely defeated by circumstances arising after the contract was formed; performance is excused even though there is no impediment to actual performance

Front 828

“full faith and credit” clause

Back 828

a provision in the U.S, Constitution, Article IV, Section 1, requiring that, once a court with jurisdiction has rendered a judgment, other states honor that decision insofar as it affects the rights and duties arising between the parties to the judgment

Front 829

Full warranty

Back 829

in general, a warrant that guarantees complete repair, replacement, or refund of money for a defective product

Front 830

Functional discount

Back 830

the difference between the price a manufacturer charges for goods to its wholesalers and to its retailers. The discount is a lower price for wholesalers; its legality is governed by the Robinson-Patman Act, which generally permits discounts reflecting compensation to wholesalers for their distribution services (e.g., assuming the risk of loss, warehousing, transportation, and administration)

Front 831

Fungible goods

Back 831

goods that, when mixed, cannot be separately identified, since each unit is basically like an other unit (e.g., grain, minerals, fruit)

Front 832

Future estate

Back 832

an estate, such as a remainder or a reversion, which is not yet vested in the grantee, but is to commerce at some specified future time

Front 833

Future goods

Back 833

goods not yet in existence and not yet identified

Front 834

Future interest

Back 834

a legal right in real property, which will or may become full ownership in the future

Front 835

Gambling

Back 835

agreement that a party will win or lose money (or property) depending on the outcome of an event in which the party’s only interest is the gain or loss

Front 836

Gap fillers

Back 836

UCC Article 2 provisions that supply missing terms in the parties’ agreement

Front 837

Garnishment

Back 837

a procedure whereby a court orders a third party holding property of a debtor (e.g., an employer holding wages due, a bank holding a customer’s account) to transfer some or all of that property to a judgment creditor (person with an unpaid judgment against the debtor)

Front 838

General agent

Back 838

1. one authorized to act for one’s principal in all matters concerning a particular business 2. agent authorized to conduct a series of transactions involving a continuity of service

Front 839

General devise

Back 839

a transfer by will payable out of the general assets of a testator’s estate.

Front 840

General legacy

Back 840

gift under a will from the estate in general, as opposed to some specific fund or source

Front 841

General partner

Back 841

a partner who has power to manage partnership business and has unlimited liability for partnership debts

Front 842

General partnership

Back 842

a partnership in which there are no limited partners, and each partner has managerial power and unlimited liability for partnership debts

Front 843

General release

Back 843

an agreement by a person engaging in a dangerous activity to assume all risks and hold the party offering access to such dangerous activity free of all liability

Front 844

General verdict

Back 844

a jury’s finding in favor of the plaintiff or defendant

Front 845

General warranty deed

Back 845

a deed wherein the grantor warrants title against defects or encumbrances arising before or during his/her ownership, and also makes any other covenants typically included in conveyances

Front 846

Generic name

Back 846

a term for a mark that has become a common term for a product line or type of service and therefore has lost its trademark or service mark protection

Front 847

Genericide

Back 847

a trademark’s or service mark’s transformation into a generic term

Front 848

Gift

Back 848

a transfer of title to goods without consideration; the three elements of an effective gift are donative intent by the donor, delivery (actual or constructive) to the donee, and acceptance by the donee

Front 849

Gift causa mortis

Back 849

a conditional gift in which the donor, believing that his/her death is imminent, conveys property with the intent that the donee keep it after the donor’s death; the gift automatically revoked if the donor recovers

Front 850

Gift inter vivos

Back 850

a gift made during the donor’s lifetime, when he/she is not facing imminent death

Front 851

Golden parachute

Back 851

employment severance arrangements (pay) for the management of a corporation acquired by another person or firm (the acquisition usually being through a successful tender offer)

Front 852

Good faith

Back 852

1. acting honestly, without knowledge of a legal defect; sincerely endeavoring to behave in accord with one’s own agreements, ethical standards in the industry, and the law itself. Generally, the term denotes an honest intention to abstain from taking unfair advantage of another person. 2. in sales contracts, a UCC requirement that a merchant act with honesty and in accordance with reasonable commercial standards of fair dealing in the trade

Front 853

Good faith bargaining

Back 853

sincere efforts to reach a labor agreement; a duty to make such efforts is imposed under labor laws on both unions and employers

Front 854

Good faith purchaser for value

Back 854

a person to whom good title can be transferred from a person with voidable title, persons with good claims against the transferor cannot succeed in getting the purchased item from the good faith purchaser

Front 855

Goods

Back 855

broadly, all tangible items (personal property) movable when identified to (designated part of) a contract; in sales, all things movable and identified to a contract except the purchase money, investment securities, and any rights to recover money or property via a lawsuit.

Front 856

Good Samaritan Law

Back 856

statute relieving medical professionals from liability for ordinary negligence when they render aid to victims in emergency situations

Front 857

Goodwill

Back 857

the special favor or advantage enjoyed by a particular business because of its reputation for skill or judgment; hence, the capitalized value of the excess of estimated future profits over the rate of return on capital considered normal for that kind of business or industry

Front 858

Government contractor defense

Back 858

when a contractor follows specifications provided by the government, the defense that the contractor is not liable for any product defect resulting from those specifications

Front 859

Grand jury

Back 859

a body of jurors (larger in number than a petit jury) that, under the guidance of a prosecutor; decides whether a person or persons should be charged with a crime (indicted)

Front 860

Grandfather clause

Back 860

an exception from a statute that, but for the exemption, would make certain acts or conditions illegal, provided that those acts or conditions took place before the statute was enacted (e.g., the acts were performed by one’s grandfather)

Front 861

Grant

Back 861

to bestow upon another person property, rights in property, an instrument, or some other right or privilege

Front 862

Grant deed

Back 862

a deed containing implied warranties that the grantor has not previously conveyed the same property or any interest in it to another person and that the title is marketable

Front 863

Grantee

Back 863

the person that receives a grant

Front 864

Grantor

Back 864

the person who makes a grant

Front 865

Gratuitous bailment

Back 865

a bailment to benefit solely the bailor, with no benefit passing to the bailee

Front 866

Gratuitous promise

Back 866

a promise made without consideration

Front 867

Gray market goods

Back 867

goods lawfully bearing trademarks or using patents or copyrighted material but entering the American market without authorization; this may breach the contract between an American firm and its foreign licensee, but whether it violates intellectual property law is unclear.

Front 868

Greenmail

Back 868

a target corporation’s purchase of its own stock at a premium (higher than the ordinary price) from an actual or perceived tender offeror

Front 869

Grievance

Back 869

in labor law, a complaint by the union, employer, or employees usually alleging a violation of the collective bargaining agreement

Front 870

Grievance procedure

Back 870

a procedure for settling disputes set forth in the collective bargaining agreement. It usually involves several steps with the aggrieved worker and representative meeting with the supervisor involved, followed by an appeal system with strict time limits and ultimately ending in binding arbitration.

Front 871

Gross negligence

Back 871

lack of even slight care, recklessness; extreme failure to comply with one’s duty of care; conduct appreciably worse than ordinary negligence

Front 872

Gross-up clause

Back 872

a clause in foreign investment contracts by which the local partner/licensee must pay all taxes other than those specifically allocated to the foreign partner/licensor

Front 873

Group boycott

Back 873

a group of competitors’ agreement to refuse to deal with a particular person or firm (another competitor); prohibited by the Sherman Act

Front 874

Guarantee(y)

Back 874

in contracts, a promise by one person to pay the debts of another

Front 875

Guarantor

Back 875

generally, a person who has expressly or implicitly agreed to be liable for another person’s debts if the creditor cannot collect directly from the debtor, one who makes a guaranty; in negotiable instruments law, an indorser who guarantees payment or collection on the instrument

Front 876

Guaranty of collection

Back 876

the guarantor’s obligation to pay only after the lender has unsuccessfully attempted to collect the amount due from the primary debtor

Front 877

Guaranty of payment

Back 877

the guarantor’s obligation to pay the lender is triggered, immediately and automatically, if the primary debtor fails to make a payment when due

Front 878

Guaranty of performance

Back 878

a guaranty that specified nonpayment obligations will be performed

Front 879

Guardian

Back 879

an individual appointed to act on behalf of another person (e.g., a child or mentally incapacitated adult) who lacks the ability to perform legally valid acts, acquire legal rights, or incur legal liabilities

Front 880

Guest statute

Back 880

law that a vehicle’s driver is not liable to his/her passengers for injuries caused by the driver’s ordinary negligence if the passengers took the ride voluntarily and without compensating the driver

Front 881

Guilt beyond a reasonable doubt

Back 881

the burden of proof necessary for conviction of a crime; this standard requires the prosecutor to prove each essential element to the point where the fact finder (judge or jury) has no reasonable doubt as to its existence; also referred to as proof that is entirely convincing to a moral certainty

Front 882

Gun jumping

Back 882

a violation of the securities laws that occurs when an issuer or underwriter conditions the market with a news article, press release, or speech about a company engaged in the registration of its securities

Front 883

Habeas corpus, writ of

Back 883

judicial order that a government official produce a detained or imprisoned person in an action testing the legality of that detention or imprisonment

Front 884

Habitability

Back 884

1. leased premises fit for ordinary residential purposes; the landlord’s implied warranty that the premises are safe and suitable for people to live in 2. a warranty by commercial sellers of houses that the house is in reasonable working order and of reasonably sound construction

Front 885

Hardship discharge

Back 885

a Chapter 13 bankruptcy discharge granted if (a) the debtor fails to complete the payments because of unforeseeable circumstances, (b) the unsecured creditors have been paid as much as they would have been paid in a Chapter 7 liquidation, and (c) it is impractical to modify the debtor’s plan of payment

Front 886

Harmonization

Back 886

the process of making the laws of all European Union (EU) nations more similar to one another

Front 887

Hazardous substance superfund

Back 887

a fund that finances federal activity to investigate and take remedial action (e.g., cleanups) in response to a release or threatened release of hazardous substances into the environment

Front 888

Hazardous waste

Back 888

solid substances(s) that may cause or significantly contribute to an increase in mortality or serious illness, or that pose(s) a hazard to human health or the environment if improperly treated, stored, transported, disposed of, or otherwise managed

Front 889

Headnotes

Back 889

paragraphs written by editors summarizing important legal points contained in a decision

Front 890

Health care proxy

Back 890

a power of attorney giving a designated person the authority to make health care decisions

Front 891

Hearsay

Back 891

evidence heard or otherwise learned from someone other than the person testifying in court; the truth of the matter rests on the credibility of someone not a witness (hence, not subject to cross-examination)

Front 892

Heir

Back 892

closest surviving descendant; a person who succeeds, by the rules of law, to an estate upon the death of his/her ancestor, by descent and right of relationship

Front 893

Herfindahl-Hirschman Index

Back 893

an index of market power used by the Justice Department to calculate whether a merger of two businesses will result in sufficient monopoly power (too much market concentration) so as to violate antitrust laws; it is computed by summing the squares of the individual market shares of all firms in the market

Front 894

Hiring halls

Back 894

places that refer workers to employment opportunities; often used in casual and seasonal industries; sometimes an arrangement in which a union refers employees to an employer

Front 895

Historical jurisprudence

Back 895

the theory that law is produced and shaped by important historical facts and developments, that one looks to the past to discover what the principles of contemporary law should be

Front 896

Holder

Back 896

a person who possesses a negotiable instrument issued, drawn, or indorsed to that person or his/her order or to bearer

Front 897

Holder in due course

Back 897

a holder who takes an authentic-appearing negotiable instrument for value, in good faith, and without notice that it is overdue, has been dishonored, or has certain defenses or claims against it

Front 898

Holder in due course doctrine

Back 898

a doctrine of negotiable instruments law stating that if a negotiable instrument is negotiated to a holder in due course, the holder in due course takes free of all claims and most defenses to the instrument

Front 899

Holding

Back 899

the rule of law used to resolve the issues in a court case

Front 900

Holding company

Back 900

a corporation that holds or owns the stock of another corporation or corporations

Front 901

Holographic deed or will

Back 901

an unwitnessed deed or will handwritten entirely by the grantor or testator, respectively; its validity depends upon state law

Front 902

Homestead exemption

Back 902

a provision in the law of most states that, when a home (debtor’s residence, not rental property) is sold to pay a judgment, a specific amount may be retained by the debtor, free of the judgment debt; mortgages are not subject to this exemption

Front 903

Homicide

Back 903

the unlawful taking of another’s life

Front 904

Honor

Back 904

to pay (or to accept for payment) an instrument

Front 905

Honorary trust

Back 905

a transfer of property in trust for the erection or maintenance of monuments, the care of graves, or the care of specific animals. Such an arrangement is not an actual trust under the ordinary definition of trust because it lacks a beneficiary

Front 906

Horizontal agreement

Back 906

a conspiracy agreement between firms that compete with each other on the same level of production or distribution

Front 907

Horizontal market division

Back 907

per se violation of the Sherman Act that involves dividing a market for the sale of a specific product among competitors

Front 908

Horizontal merger

Back 908

a merger in which the merged business entities operated the same type of business at the same level (e.g., both were manufacturers); if monopolistic, usually illegal under antitrust law

Front 909

Horizontal privity

Back 909

privity among persons at the same level of the chain of distribution or consumption

Front 910

Horizontal restraint of trade

Back 910

a restraint of trade involving an agreement among competitors—persons at the same functional level; often unlawful under antitrust laws;

Front 911

Hostile environment harassment

Back 911

unlawful sexual harassment that causes an uncomfortable work atmosphere

Front 912

Hostile takeover

Back 912

a takeover in which an outside investor attempts to purchase all or a majority of stock in a company against the wishes of corporate management

Front 913

Hostile witness

Back 913

witness called to testify whose position or bias predisposes him/her to favor the side that did not call him/her; this witness can thus be asked leading questions, as if on cross examination, by the side that called him/her

Front 914

Hostile work environment

Back 914

in sexual harassment claims, this term refers to a workplace where the employer permits a sexually offensive environment to exist

Front 915

Hot-cargo contract

Back 915

an unfair labor practice, prohibited by the Taft- Hartley Act (1947), whereby an employer agrees with employees not to purchase, use, or handle products from a specified business; it is thus a type of secondary boycott, usually against nonunionized businesses

Front 916

Hotelkeeper’s lien

Back 916

a lien placed on a guest’s baggage to ensure payment of hotel charges

Front 917

Hot-news exception

Back 917

a state law doctrine giving the plaintiff the right to preclude others from using information in cases where 1. the plaintiff generated or gathered the information at a cost; 2. the information is time sensitive; 3. the defendant’s use of the information amounts to a free ride on the plaintiff’s efforts; 4. the defendant is in direct competition with the plaintiff; and 5. the availability of other parties to a free ride on the plaintiff’s efforts would so reduce the plaintiff’s incentive to provide the product or service that its existence or quality would be threatened

Front 918

Hung jury

Back 918

a jury that is deadlocked and cannot agree on a verdict

Front 919

Hushmail

Back 919

a repurchase of shares at a premium over market to ensure silence from a shareholder who has been critical of management

Front 920

Hypothecate

Back 920

to pledge something (e.g., securities) without delivering title of it to the pledge (e.g., a bank lender)

Front 921

Identification

Back 921

in a sale of goods, the express designation of those goods, i.e., setting aside or otherwise designating the particular goods for sale under a contract; also called identification to the contract

Front 922

Identified goods

Back 922

in a sales contract, goods that have been designated as part of the contract, either in the original agreement, or when the seller ships, marks or otherwise indicates that certain existing goods are those to which the contract refers; this identification process affects title, transfer, risk of loss, and other matters

Front 923

Identity theft

Back 923

fraudulently using someone else’s information (e.g., social security number and mother’s maiden name) to obtain credit or commit other financial crimes

Front 924

Implementation after impasse doctrine

Back 924

the duty to bargain collectively in good faith prohibits an employer from unilaterally changing a term or condition of employment unless, after bargaining with the union to an impasse, the employer’s unilateral changes are consistent with the employer’s preimpasse proposal

Front 925

Implied agency

Back 925

an agency implied from the conduct of two parties, the principal and the agent

Front 926

Implied authority

Back 926

1. the actual authority possessed by an agent, consisting of powers incidental to those expressly given and necessary to effectuate the purposes of the express powers 2. in agency law, a type of actual authority that is perhaps based on custom and usage but usually is inferred from words or conduct manifested by the principal to the agent; it is what an agent reasonably believes is necessary to carry out the agent’s express duties

Front 927

Implied condition

Back 927

a condition implied from the nature of the transaction but not expressly specified by the parties; a contingency understood but not expressed by the parties

Front 928

Implied contract

Back 928

a contract implied from the conduct of the parties; sometimes referred to as an “implied-in-fact contract”

Front 929

Implied covenant of good faith and fair dealing

Back 929

obligation, implied by law, that—among other things—the employer/franchisor cannot in bad faith terminate and employee/franchisee

Front 930

Implied-in-fact contract

Back 930

a contract formed in whole or in part from the conduct of the parties (as opposed) to an express contract); a promise or agreement inferred from conduct other than language

Front 931

Implied intent

Back 931

if a person does not intend a particular consequence of an act but knew that the consequence of the act was certain, or substantially certain, and odes the anyway, intent to cause the consequence is implied

Front 932

Implied partnership

Back 932

a partnership implied from the conduct of the co-owners of a business

Front 933

Implied powers

Back 933

laws and actions taken by the federal government that are necessary and proper to carry out enumerated powers

Front 934

Implied promise

Back 934

a promise implied from conduct

Front 935

Implied ratification

Back 935

the principal’s silence or failure to repudiate an agent’s act, thus acquiescing to that act

Front 936

Implied trust

Back 936

trust that arises by operation of law, not by the express language of the settler. Implied trusts include resulting trusts and constructive trusts.

Front 937

Implied warranty

Back 937

a warranty implied by law, arising out of the buyer/seller relationship

Front 938

Implied warranty of authority

Back 938

agency law doctrine that a person who purports to make a contract for a principal impliedly represents that he/she has the power to bind the principal

Front 939

Implied warranty of fitness for a particular purpose

Back 939

UCC warranty that the goods being sold are fit for the particular purpose for which the buyer is acquiring the goods and of which the seller is aware, also called simply implied warranty of fitness

Front 940

Implied warranty of merchantability

Back 940

UCC warranty that the goods being sold are of average quality, are fit for ordinary purposes, and are adequately contained, packaged, and labeled

Front 941

Implied warrant of title

Back 941

UCC warranty that the goods being sold belong to the seller

Front 942

Import-export clause

Back 942

clause of the U.S. Constitution that prohibits a state from imposing a direct tax on imports or exports solely because the goods have been received from or are bound for a foreign country

Front 943

Impossibility

Back 943

such absolute factual impossibility as will discharge a contract; alternatively, commercial impracticability

Front 944

Impossibility defense

Back 944

a defense to strict liability in which a corporate officer might not be held strictly (and vicariously) liable if he or she did everything possible to ensure legal compliance to applicable standards even thought the company was still unable to comply

Front 945

Impracticability

Back 945

commercial impracticability created by an unforeseen occurrence sufficient to discharge a contract (treated by some courts as impossibility)

Front 946

Imputed knowledge

Back 946

in agency law, information that a principal is deemed to possess because the agent has such knowledge, whether or not the principal actually does; also known as constructive knowledge

Front 947

Imputed liability

Back 947

the imposition of civil or criminal liability on one party for the wrongful acts of another; also called vicarious liability

Front 948

Imputed negligence

Back 948

negligence by another party for which one is held liable although he/she did not directly commit negligence. The negligence is imputed because of the relationship, privity or other ties between the negligent party and the “imputed” one.

Front 949

Inadequate-resources defense

Back 949

the defense for a merger that could create a monopoly but that courts may allow because the acquired firm had inadequate financial resources to compete

Front 950

Incapacity

Back 950

lack of mental capacity to make a contract

Front 951

Inchoate crimes

Back 951

crimes that are designed to culminate in the commission of another crime but fail to do so; related terms are attempt, conspiracy, and solicitation

Front 952

“incidental” beneficiary

Back 952

a person, not a party to a contract, who receives some slight or indirect benefit from the contractual promise

Front 953

Incidental damages

Back 953

the damages paid to a person to reimburse the cost of his/her minimizing the damages to which the person is entitled (e.g., reimbursement for advertising or other expenses incurred by a landlord to replace a breaching tenant)

Front 954

Income bond

Back 954

1. bond that conditions payment of interest on corporate earnings 2. the interest rate on the bond would be state, and that percentage would be paid on the income earned by a named asset in the bond

Front 955

Incompetent

Back 955

evidence that cannot be used in court; lack of ability to discharge a required duty

Front 956

Incomplete instrument

Back 956

an instrument lacking information because all blanks have not been filled in by the maker or drawer

Front 957

Incontestable clause

Back 957

an insurance policy clause preventing the insurer from canceling the policy, after a set time has lapsed, for any reason except nonpayment of premiums

Front 958

Incorporated (Inc.)

Back 958

one of the words that indicate a business is incorporated (i.e., os a corporation)

Front 959

Incorporation

Back 959

the process by which a corporation is formed

Front 960

Incorporation by reference

Back 960

a legal doctrine under which the terms on one identifiable writing are made part of another writing by referring to, identifying, and adopting the former as part of the latter

Front 961

Incorporation doctrine

Back 961

judicial doctrine that the fundamental guarantees in the Bill of Rights are incorporated into the U.S. Constitution’s Fourteenth Amendment due process clause and thus applied to state and local governmental action

Front 962

Incorporator

Back 962

a person who meets the statutory requirements to form a corporation and does form a corporation

Front 963

Indemnification

Back 963

a principal’s duty to pay the agent for losses the agent incurred while acting as the principal directed

Front 964

Indemnify

Back 964

to hold harmless from, to guarantee against, loss or liability

Front 965

Indemnity contract

Back 965

contract in which the promisor (indemnitor) agrees to save the promise (indemnitee) harmless from (indemnify or reimburse him/her for) the legal consequences of the promisee’s or some other person’s conduct

Front 966

Indenture

Back 966

a contract stating the terms under which long-term debt securities (botn bonds and debentures) are issued

Front 967

Independent administrator

Back 967

executor who takes charge of a testator’s estate without court supervision

Front 968

Independent agency

Back 968

in administrative agency that is not under the control of the president or Congress but is freestanding; such an agency typically has a commission created by Congress, with commissioners appointed by the president, subject to Senate confirmation, and serving for a set term (not subject to removal without cause)

Front 969

Independent contractor

Back 969

1. a person hired to undertake a contractually defined result without direct supervision (not an employee and usually not an agent) 2. person hired to complete a specific task or project and who, generally, is subject to the hirer’s control only as to the end product and not as to the method of performance

Front 970

Independent promises

Back 970

a term traditionally used to describe promises in leases and other conveyances of land, meaning that nonperformance of one promise by one party does not excuse further performance of another promise by the other party

Front 971

indicia

Back 971

signs; indications; circumstances pointing to the existence of a given fact as probable but not certain

Front 972

indictment

Back 972

a criminal charge (or charges) issued by a grand jury

Front 973

indirect damages

Back 973

damages not proximately caused by a breach of contract; remote damages

Front 974

indirect patent infringement

Back 974

one party’s active inducement of another party to infringe a patent

Front 975

indorsee

Back 975

the person to whom a negotiable instrument is transferred by indorsement

Front 976

indorsement

Back 976

the signature, other than of a maker, drawer, or acceptor, that—alone or accompanied by other words—is made on an instrument for the purpose of negotiating the instrument, restricting the instrument’s payment, or incurring the indorser’s liability on the instrument; ordinarily, an indorsement operates to transfer the holder’s title to and property interest in the instrument to a new holder.

Front 977

indorser

Back 977

a person who makes an indorsement

Front 978

inevitable disclosure doctrine

Back 978

a doctrine that permits a former employer to prevent its ex-employee from working for a competitor when the new position will require the ex-employee to disclose or use the former employer’s trade secrets

Front 979

inevitable discovery exception

Back 979

an exception to the exclusionary rule that permits illegally obtained evidence to be introduced at trial if that evidence would inevitably have been found by other, legal means

Front 980

infancy

Back 980

the state of minority: in most states, under the age of 18

Front 981

informal contract

Back 981

any oral or written contract other than a formal contract; most contracts are informal contracts

Front 982

information

Back 982

1. a criminal charge (or charges) issued by a magistrate, prosecutor, or police officer; 2. usually, the prosecutor submits to a judge an affidavit (the information), and the judge then issues the bill of information charging a person with crime; this process is used in many states instead of a grand jury indictment

Front 983

informational picketing

Back 983

picketing (which must conform with the Taft-Hartley Act) designed to apprise the public that an employer either is selling nonunion goods or is operating without a contract with the union

Front 984

infringement

Back 984

an intentional tort (or crime) involving violation of another person’s intellectual
property rights (e.g., patents, copyrights, trademarks)

Front 985

inherent authority

Back 985

an agent’s authority, though neither actual nor apparent, to bind the principal over certain unauthorized actions with unsuspecting third parties, because the principal gave the agent the power to perform other actions

Front 986

inheritance

Back 986

receiving property through a deceased person’s will or through the laws of
descent and distribution upon the death of an intestate person

Front 987

initial appearance

Back 987

a person’s first appearance before a judge after being arrested

Front 988

initiative

Back 988

a formal petition generated by a certain percentage of the electorate to introduce legislative change

Front 989

injunction

Back 989

a court order to refrain from doing a specified act: less commonly, a court
order to do a specified act

Front 990

injurious falsehood

Back 990

false statements knowingly made that lead to economic loss for a plaintiff

Front 991

innkeeper’s lien

Back 991

a possessory lien placed on the luggage of hotel guests for the hotel
charges that remain unpaid

Front 992

innocent misrepresentation

Back 992

misrepresentation of a material fact without intent to deceive

Front 993

in pari delicto

Back 993

(Latin) “equally at fault”

Front 994

inquisitorial system

Back 994

legal system, found in many countries throughout the world, in which the judiciary initiates, conducts, and decides cases; the judiciary takes a more active role in developing the facts than the adversarial system (found in the United States), where the parties are responsible for developing the facts

Front 995

in re

Back 995

(Latin) in the affair, in the matter of, concerning, regarding; the usual method of entitling a judicial proceeding in which there are no adversary parties but merely some res (thing) concerning which judicial action is to be taken (e.g., a bankrupt person’s estate or an estate in probate court)

Front 996

in rem jurisdiction

Back 996

the authority of a court to take action directly against the defendant’s property; jurisdiction is thus based on the location of the property (i.e., the court is in the same state or county as is the property)

Front 997

insanity

Back 997

mental impairment sufficient to prevent a person from appreciating the nature of an agreement or the consequences of his/her actions; a defense to crimes and intentional torts

Front 998

inside directors

Back 998

members of the board of directors also employed by the corporation as officers and/or employees

Front 999

inside information

Back 999

confidential information not readily available to the public

Front 1000

insider

Back 1000

an owner of 10% or more of the corporate stock of an issuer listed on a national stock exchange, or a director or officer of such an issuer, as well as others, including
employees, consultants and tippees, with inside information about corporate affairs

Front 1001

insider trading

Back 1001

buying or selling securities on the basis of information not available to the public

Front 1002

insolvency

Back 1002

1. equitable insolvency is the inability to pay debts as they become due, which is the test for bankruptcy 2.balance sheet insolvency is a financial state in which liabilities exceed assets

Front 1003

insolvent

Back 1003

unable to pay debts as they fall due

Front 1004

instrument

Back 1004

1. a formal document or other writing that evinces a legal relationship (e.g., a deed, will, lease, mortgage) 2. under the UCC, a negotiable instrument, security, or other writing demonstrating a right to payment and not itself a security agreement or lease

Front 1005

insurable interest

Back 1005

a legal or equitable interest in the subject matter such that the insured benefits from its preservation and/or incurs a loss if it is destroyed or damaged

Front 1006

insurance

Back 1006

a contract whereby risks are transferred; the insurer issues a policy covering (paying compensation in the event of) certain occurrences (risks) that, if they occur, will result in a loss to the insured

Front 1007

insurance agent

Back 1007

insurance company employee who sells insurance for only that company

Front 1008

insurance broker

Back 1008

independent business person who buys insurance for the insured from one of many companies

Front 1009

insured

Back 1009

the party who is the holder of an insurance policy

Front 1010

insurer

Back 1010

the company offering the insurance policy

Front 1011

intangible personal property

Back 1011

property (rights in something) that lacks physical substance
(e.g., stock, intellectual property)

Front 1012

integrated agreement (integration)

Back 1012

in contract law, a writing that constitutes the final written expression of one or more terms of an agreement, either complete (exclusive statement of all terms of the agreement) or partial (conclusive on some but not all issues)

Front 1013

integrated contract

Back 1013

complete and total agreement as found in a written agreement.

Front 1014

integrated disclosure system

Back 1014

the system that seeks to eliminate duplicative or unnecessary disclosure requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934

Front 1015

intellectual property

Back 1015

protected expressions of scientific, artistic or other creative, and/or commercial endeavors; a special type of intangible personal property, arising from the creative endeavors of the human mind, generally evinced by patents, copyrights, trademarks, and/or trade names

Front 1016

intelligent agents

Back 1016

semiautonomous computer programs that the user can dispatch to
execute certain tasks

Front 1017

intended beneficiary

Back 1017

1. a third party for whose benefit a contract is formed and who can sue the promisor if that contract is breached 2. a person, not a party to (or otherwise in privity of) a contract, but who has rights under the contract and can enforce these rights against the contract’s obligor

Front 1018

intent

Back 1018

an express or implied desire to perform a particular act; a state of mind (to do the act) preceding or accompanying an act

Front 1019

intent to be bound

Back 1019

the oral or written statement regarding the intention of parties to enter into a contract

Front 1020

intentional infliction of mental (emotional) distress

Back 1020

an intentional tort involving disturbance of the plaintiffs peace of mind by the defendant’s outrageous conduct

Front 1021

intentional tort

Back 1021

a tort in which the tortfeasor expressly or implicitly intends to do the
act(s) causing the injury

Front 1022

inter alia

Back 1022

(Latin) “among other things”

Front 1023

inter se or inter sese

Back 1023

(Latin) “among or between themselves”; used to distinguish rights
or duties among two or more parties from their rights or duties to others

Front 1024

inter vivos gift

Back 1024

gift of property by one living person to another that becomes irrevocable
during their lifetimes

Front 1025

inter vivos trust

Back 1025

a trust created by the grantor (settlor) and effective during the grantor’s lifetime; a trust not established by a will

Front 1026

interbrand competition

Back 1026

competition among the various brands of a product

Front 1027

interest

Back 1027

fee paid by borrower to lender for the use of money; also, a legal right to use or claim real property

Front 1028

interest in land

Back 1028

any right, privilege, power, or immunity in real property

Front 1029

interest in partnership

Back 1029

a partner’s share in the partnership’s profits and surplus

Front 1030

interested director

Back 1030

one who may make a profit from some action of the corporation on
which he/she is entitled to vote but should recuse—i.e., excuse—himself/herself from voting on

Front 1031

interfamilial immunity

Back 1031

1. once preventing all parent/child suits for tortious conduct, now applying only to negligence; a child can now sue his/her parents for intentional torts such as assault and battery; 2. for spousal claims against each other, tort immunity still applies in several states for personal injuries; that stems from the concern that a husband and wife might conspire in a fraudulent scheme to collect money under a liability insurance policy. However, interspousal tort suits for damage that one spouse inflicted on the other’s property are now permitted in every state.

Front 1032

interference with business relations

Back 1032

a business tort under which a tortfeasor attempts to
interfere with the conduct of another’s business affairs.

Front 1033

interference with contract

Back 1033

an intentional tort with three requirements: (a) a valid contract exists, (b) a third party knows about the contract, and (c) the third party intentionally (and unjustifiably) causes one of the contracting parties to breach the contract, or otherwise unjustifiably prevents performance of the contract

Front 1034

interference with prospective business advantage

Back 1034

intentional interference by the defendant with a business relationship the plaintiff seeks to develop, which interference causes loss to the plaintiff (often it is the same as interference with prospective economic advantage)

Front 1035

interference with prospective economic advantage

Back 1035

an intentional tort with essentially the same three requirements as the tort of interference with contract, except that the interference affects a prospective contract or other economic arrangement, not an existing contract

Front 1036

interim financing

Back 1036

financing that a developer obtains to pay off a construction loan when
it becomes due before the permanent financing is available,
also called gap financing

Front 1037

interlocking directorship

Back 1037

a violation of antitrust laws whereby the same person serves as director of two or more significantly competing companies, both of which have capital, surplus, or undivided profits altogether exceeding $12 million, competitive sales of at least 2% of the business’ total sales, and competitive sales exceeding $1.2 million (the Commerce Department annually adjusts these 1994 figures in proportion with any changes in the gross national product).

Front 1038

interlocutory judgment

Back 1038

a decision on some point(s) but not a final decision concerning the whole controversy; ordinarily, not an appealable decision

Front 1039

intermediary bank

Back 1039

a bank in the collection process that is not the depository or payor
bank

Front 1040

intermediate scrutiny test

Back 1040

discrimination test for which two requirements must be met to
justify the differential treatment of people: 1. an important governmental objective and 2. a substantial relationship between the means and the end

Front 1041

international law

Back 1041

law governing relations between nations as well as all business or other activities—public or private—conducted beyond the boundaries of a single nation; derived from treaties, texts, past court cases, statutes, custom and all other sources used in national law

Front 1042

interpleader

Back 1042

a legal proceeding used when one person (the stakeholder) possesses property or a fund in which he claims no interest but which is claimed by two or more other persons; the rival claimants must then litigate their claims to the property, and the stakeholder is relieved from potential liability for paying the wrong claimant

Front 1043

interrogatories

Back 1043

a method of discovery: written questions, to be answered, in writing and under oath, by another party

Front 1044

intestacy laws

Back 1044

state laws governing the administration and distribution of an intestate's estate

Front 1045

intestacy succession

Back 1045

the order in which an intestate’s estate is divided among surviving
relatives

Front 1046

intestate

Back 1046

(to die) without leaving a valid will; the term also is a noun, designating a person who so dies

Front 1047

intoxication

Back 1047

an impairment of the mind and will by alcohol or drugs so as to bring
about contractual incapacity; if involuntary (occurring by force or mistake). it may be a defense to a crime or tort

Front 1048

intrabrand competition

Back 1048

competition among retailers in the sale of a particular brand of a
product

Front 1049

intrastate offering exemption

Back 1049

an exempt security (no Securities Act registration necessary) because it is issued solely to in-state purchasers for the local financing of a local business

Front 1050

intra vires

Back 1050

(Latin) “within the powers” (of a corporation)

Front 1051

intrinsic fraud

Back 1051

fraud in which a party is unaware of the nature of the agreement into
which he/she is entering, also known as fraud in the factum or fraud in the execution

Front 1052

intrusion

Back 1052

a form of invasion of privacy; unreasonable and highly offensive interference with the seclusion of another

Front 1053

invasion of privacy

Back 1053

an intentional tort involving interference with a person’s right to be left alone

Front 1054

inventory

Back 1054

goods held for sale or lease or consumed in a business

Front 1055

inverse condemnation

Back 1055

government-imposed sanctions that take a significant portion of
the value of one’s private property and may require compensation as eminent
domain

Front 1056

investment company

Back 1056

a company acting on behalf of many smaller shareholders/owners by buying a large portfolio of securities and professionally managing that portfolio

Front 1057

investment contract

Back 1057

a contract that may be a “security” if it requires an investment of money in a common enterprise with the expectation of profits from the efforts solely of others

Front 1058

investors

Back 1058

persons putting up cash or property in exchange for an equity interest in an
enterprise

Front 1059

invitee

Back 1059

person entering real property at the express or implicit invitation of the owner possessor, generally to engage in business (e.g., to shop, to make repairs)

Front 1060

invoice

Back 1060

an itemized list of goods or services, usually specifying the price, quantities. and term of sale, that a seller furnishes a buyer

Front 1061

involuntary bankruptcy

Back 1061

a proceeding initiated by one or more creditors against an insolvent debtor

Front 1062

involuntary dissolution

Back 1062

dissolution by court order, creditors, bankruptcy, or administratively by the state

Front 1063

involuntary manslaughter

Back 1063

taking the life of another by criminal negligence or during the course of a misdemeanor

Front 1064

involuntary redemption

Back 1064

rights the permission of a corporation, at its option, to redeem the shares for a specified price either after a stated period of time or on the occurrence of a certain event

Front 1065

ipso facto

Back 1065

Latin for “by the fact itself”

Front 1066

irrebuttable presumption

Back 1066

a presumption that cannot be disputed even through the introduction of contrary evidence

Front 1067

irregular (anomalous) indorsement

Back 1067

an indorsement that is not in the chain of title (not necessary to negotiate the instrument); in other words, an indorsement by a person who is not a holder. Such an indorsement gives notice to later holders of the indorser’s accommodation status.

Front 1068

irrevocable letter of credit

Back 1068

a letter of credit that cannot be amended or canceled without the consent of the beneficiary and the issuing bank

Front 1069

issue

Back 1069

in negotiable instruments law, the first delivery of a negotiable instrument to a holder; to issue securities; a decedent’s lineal descendants (e.g., children, grandchildren)

Front 1070

issued shares

Back 1070

shares in a corporation that have been sold to shareholders

Front 1071

issuer

Back 1071

a person who issues securities, and any other persons or entities acting under his/her control or as part of a plan of sale or distribution of the securities

Front 1072

joint and several liability

Back 1072

liability in which all parties are concurrently liable, but each is
also individually liable; a plaintiff has the option of suing one of them, some of them,
or all of them (i.e., any combination)

Front 1073

joint and several promises

Back 1073

promises of the same performance made by two or more parties in which the promisors bind themselves jointly as one party and also severally as separate parties.

Front 1074

joint council

Back 1074

a group consisting of management and union representatives that attempts to resolve disputes arising under the contract and to facilitate the collective bargaining process

Front 1075

joint estate

Back 1075

property in which two or more persons have the same rights of ownership

Front 1076

joint liability

Back 1076

liability in which all parties are concurrently liable and all must be sued together

Front 1077

joint stock company

Back 1077

a partnership in which the capital is divided into shares so that a partner’s shares are transferable without the other partner’s consent

Front 1078

joint tenancy

Back 1078

joint ownership of property, established when the instrument conveying the property states that the parties acquire the property as joint tenants; the co-owners must have received their property interest at the same time, from the same source, in equal interests, and with each owner having the right to possess the whole

Front 1079

joint tenancy with right of survivorship

Back 1079

a situation in which two or more persons own an undivided interest in either personal or real property and, on the death of one of the joint tenants, his/her interest transfers to the remaining joint tenant, not to his/her heirs

Front 1080

joint tortfeasors

Back 1080

two or more persons who commit a wrong with a common intent

Front 1081

joint venture

Back 1081

an association of two or more entities to carry on a single business enterprise for profit

Front 1082

journeyman

Back 1082

a worker who has successfully completed an apprenticeship and is entirely skilled at a craft

Front 1083

judgment

Back 1083

a court’s final decision on matters submitted to it; a pronouncement, holding, or decree by a court with competent jurisdiction

Front 1084

judgment by default

Back 1084

the court’s decision that a plaintiff with proof of a claim may recover damages against a defendant who has not responded to the action brought against him/her

Front 1085

judgment creditor

Back 1085

a creditor who has obtained a judgment against his her debtor

Front 1086

judgment debtor

Back 1086

a defendant liable for a judgment that has not been satisfied

Front 1087

judgment in personam

Back 1087

a judgment against a particular person, as distinguished judgment against a thing, status, or right (in rem)

Front 1088

judgment in rem

Back 1088

adjudication concerning the status of some thing or right. such as
right to property

Front 1089

judgment lien

Back 1089

lien granted to a creditor who has sued a debtor and obtained a
judgement

Front 1090

judgment non obstante veredicto (J,N.O.V)

Back 1090

literally, a judgment notwithstanding the verdict; if, after the jury has rendered a verdict for one party the judge finds that there is insufficient evidence to support the jury’s decision, he/she enters a judgment for the other side

Front 1091

judgment proof

Back 1091

having few, if any, assets that can be reached by a judgment creditor;
thus, persons against whom money judgments are of no practical effect

Front 1092

judgment rate

Back 1092

interest rate set by statute and used when the parties to a negotiable
instrument or a contract have failed to specify an interest rate

Front 1093

judicial lien

Back 1093

a property interest obtained by court action to secure payment of a debt

Front 1094

judicial review

Back 1094

a doctrine whereby courts, notably the federal courts (in particular, the U.S.
Supreme Court), have the power to declare federal or state actions to be in violation of the Constitution (unconstitutional)

Front 1095

judicial sale

Back 1095

when the mortgagor is in default, the customary method of foreclosure on mortgaged property: after proper notice, the sheriff or other court official takes control of the property and sells it

Front 1096

junk bond

Back 1096

a bond that is ordinarily high yield but with a below-standard industry rating; the bond, usually used in a leveraged buyout, represents a promise to pay a certain amount to investors after or during a specific period but subject to a higher degree of risk than other bonds; the risk that the issuer will be unable to pay according to terms of the bonds
jurisdiction the power of a court to hear and decide the issues in a case and to bind the
parties.

Front 1097

jurisdictional dispute

Back 1097

in labor law, a dispute between rival labor unions that may take
the form of each claiming that particular work should be assigned to it or claiming the right to organize a class of employees

Front 1098

jurisprudence

Back 1098

the science or philosophy of law

Front 1099

jury

Back 1099

a body of persons charged with declaring the facts in a case and deciding (a) whether a criminal defendant is guilty, or (b) whether a civil defendant is liable: a petit jury usually has 12 members (jurors), although some states and the federal courts allow as few as six.

Front 1100

jury charge

Back 1100

written instructions for the jury

Front 1101

jury instructions

Back 1101

the judge’s instructions to the jury on legal issues the jury must decide
and rules the jury should apply to the case before it

Front 1102

jury panel

Back 1102

a group of citizens from whom a jury is selected

Front 1103

just compensation clause

Back 1103

constitutional requirement that government pay fair market
value when it acquires property through eminent domain

Front 1104

justice

Back 1104

the major goal of most legal systems; encompasses such ideals as impartiality, equity, and fairness

Front 1105

justifiable controversy

Back 1105

an actual controversy between parties involving their legal relationship (adverse interests involving something of value such as money, property, or rights) and appropriate for a court of law to decide the outcome.

Front 1106

Kantian theory

Back 1106

an ethical theory that looks to the form of an action, rather than the intended result, in examining its ethical worth.

Front 1107

Keiretsu

Back 1107

Japanese cartels of vertically related firms working together in a collaborative fashion

Front 1108

kicker

Back 1108

a percentage of gross or net income in a real estate transaction that is payable to the lender

Front 1109

kite

Back 1109

to secure temporary use of money by negotiating or issuing worthless paper and then redeeming such paper with the proceeds of similar paper

Front 1110

labor relations law

Back 1110

statutory, administrative, and case law, almost exclusively federal, dealing with labor/management relations

Front 1111

laches

Back 1111

an equity concept similar to statutes of limitations but with no stated period; serves to bar recovery for a claimant who waited too long to assert his/her rights

Front 1112

laesio enormis

Back 1112

a doctrine developed from language in the Code of Justinian that provided a remedy for those who sold property at less than half its just price; the seller could rescind the sale, but the buyer could keep the item purchased by paying the full price. The concept extends to overreaching contracts favoring either side in the concept, laesio ultra dimidium vel enormis (“loss beyond half or great”), with buyers for more than double the property’s value also entitled to rescind the contract.

Front 1113

laissez-faire

Back 1113

a political or legal doctrine favoring governmental restraint, if not outright abstention, from the regulation of business

Front 1114

landlord

Back 1114

a lessor of real property

Front 1115

landlord’s lien

Back 1115

statutory lien that secures payment of rent by giving the landlord a lien upon the tenant’s personal property located on the premises

Front 1116

land-use restrictions

Back 1116

governmental restrictions (e.g., zoning) on the use and disposition of real property

Front 1117

lapse

Back 1117

a bequest (gift) via will that is ineffective because the beneficiary has died before the testator/testatrix

Front 1118

larceny

Back 1118

the crime of unlawfully taking personal property with the intent to deprive the owner of it

Front 1119

last clear chance

Back 1119

final opportunity to avoid an injury; used as an exception to the contributory negligence defense

Front 1120

lateral support, right to

Back 1120

a right protecting a landowner by prohibiting his/her neighbors from excavating or otherwise changing their own land to such an extent that the landowner’s land and/or buildings are damaged

Front 1121

law

Back 1121

that which a judge will decide concerning matters properly brought before him/her; in a broader sense, any rule that society will enforce.

Front 1122

law clerk

Back 1122

1. an attorney/law school graduate who works for a judge doing research and administrative functions. 2. a student in a law school who works in a law firm during summer months or part-time during the school year

Front 1123

law journal

Back 1123

a legal periodical containing scholarly articles on, and reviews of, the law;
often published by a law school

Front 1124

law merchant

Back 1124

the English system of commercial law, once enforced in special merchant courts, now merged into the common law; part of it was the basis for negotiable instruments law

Front 1125

law review

Back 1125

a law journal

Front 1126

lawsuit

Back 1126

a broad, general term for an action or proceeding in a civil court

Front 1127

LBO

Back 1127

acronym for a leveraged buyout

Front 1128

leading question

Back 1128

a question that suggests the answer, especially one to be answered by a mere “yes” or “no”; at trial, it is usually allowed only in cross-examination

Front 1129

lease

Back 1129

a transfer of possession of property (real or personal), but not title (ownership) for a period of time for a consideration (e.g., rent)

Front 1130

leasehold

Back 1130

a real property estate held by a tenant, under a lease, for a set term

Front 1131

leasehold estate

Back 1131

an estate in realty held by a tenant under a lease. In every leasehold
estate, the tenant has a qualified right to possess and/or use the land.

Front 1132

legacy

Back 1132

personal property transferred (bequeathed) by will

Front 1133

legal aggregate

Back 1133

a group of individuals not having a legal existence separate from its members

Front 1134

legal entity

Back 1134

an organization having a legal existence separate from that of its members

Front 1135

legal ethics

Back 1135

the practices and customs among members of the legal profession concerning their professional and moral duties to society, their profession, and, especially,
clients and the courts

Front 1136

legal fiction

Back 1136

a construction by the law to reach a just result

Front 1137

legal realism

Back 1137

school of legal thought, started and at its apex in the 1920s and 1930s (but with a lasting imprint on American jurisprudence), it generally advocated abstract and more realistic approach (pragmatic and empirical) to the law, an approach that considers customary practices, the circumstances in which transactions occur, and how well the law meets the needs of society

Front 1138

legal remedies

Back 1138

monetary remedies, such as actual damages or punitive damages, awarded an injured party.

Front 1139

legal tender

Back 1139

form of money accepted as lawful payment of debts

Front 1140

legatee

Back 1140

the person to whom a legacy is given

Front 1141

legend

Back 1141

language on a share certificate’s reverse side and setting forth any limitations on transfer of the shares represented by that certificate

Front 1142

legislative history

Back 1142

record of the passage of a bill through a legislature. beginning with the initial draft

Front 1143

lemon law

Back 1143

statute or regulation requiring a product’s manufacturer or dealer to make all repairs necessary to conform with the warranty (or refund the purchase price), provided
the buyer reports the defects within a specified time period

Front 1144

lessee

Back 1144

the person to whom a lease is granted

Front 1145

lessor

Back 1145

the person who grants a lease to another

Front 1146

letter of credit

Back 1146

(especially used in international trade) any instrument by which a requests a particular person or people in general to give the bearer or a named person money or something else of value and to look for recompense from the drawer. Unlike most notes and drafts, letters of credit have no standard format; they are governed by UCC Article 5.

Front 1147

letter of intent

Back 1147

an instrument entered into by the parties to real estate or other transactions for the purpose of setting forth the general terms and conditions of a sales agreement until a formal legal commitment can be executed via a formal acquisition agreement

Front 1148

letters of administration

Back 1148

formal document in which a probate court appoints the administrator of an estate

Front 1149

letters testamentary

Back 1149

the formal instrument of authority and appointment the court gives
to an executor (personal representative); it corresponds to letters of administration granted to an administrator

Front 1150

leveraged buyout (LBO)

Back 1150

a method to gain control over a corporation by buying its stock
and financing its purchase with a loan based on the to-be-acquired corporation’s assets

Front 1151

levy

Back 1151

lawful seizure of property to obtain money owed

Front 1152

lex talionis

Back 1152

(Latin) “the law of retaliation” (an eye for an eye)

Front 1153

liability insurance

Back 1153

insurance covering liability to others for personal or property injuries libel written, photographic, or otherwise recorded defamation

Front 1154

license

Back 1154

1. freely revocable permission by a landowner to use his/her land for a limited, specific purpose (e.g., camping, hunting); persons given this right of use have a nonpossessory interest in the real property 2. a revocable privilege granted by the government to do something (e.g., sell liquor, broadcast at a particular frequency) that would otherwise be illegal 3. a contractual arrangement whereby a party receives (in effect, purchases or leases) another party's right to manufacture, distribute, and/or sell goods or services

Front 1155

licensee

Back 1155

a person entering real property with the permission of the owner/possessor (e.g., a guest invited to a party)

Front 1156

lien

Back 1156

an encumbrance imposed on property to force payment of a debt; if the debt remains unpaid, the property (collateral) can be sold to satisfy the debt (lien)

Front 1157

lien creditor

Back 1157

a creditor who has a lien on the debtor’s property

Front 1158

lien notice

Back 1158

written notice that property is subject to a claim by someone other than its
owner for the payment of a debt

Front 1159

lien subordination

Back 1159

an agreement between two secured creditors whose respective security interest, liens, or mortgages attach to the same property. The subordinating party agrees that the other creditor’s lien shall have priority notwithstanding the relative priorities that the parties’ liens would otherwise have under applicable law.

Front 1160

life estate

Back 1160

a persons possessory interest in real property for the duration of one or more human lives as specified in the granting instrument

Front 1161

life estate pur autre vie

Back 1161

a life estate measured by the life of a person other than the
grantee (person holding the estate)

Front 1162

life tenant

Back 1162

the owner of a life estate

Front 1163

limited (Ltd.)

Back 1163

one of the words that indicate a business is incorporated (or a limited
partnership)

Front 1164

limited guaranty

Back 1164

a guaranty in which the maximum amount of the guarantor’s liability is
expressly stated in the guaranty instrument

Front 1165

limited jurisdiction

Back 1165

power of a court to hear only certain kinds of cases

Front 1166

limited liability company

Back 1166

a form of business that is a partnership-corporation hybrid,
with certain advantages of each form

Front 1167

limited liability

Back 1167

liability limited to the amount invested in a business entity

Front 1168

limited liability limited partnership

Back 1168

type of limited partnership in which the liability of all the partners, including general partners, is limited to the amount of their investments

Front 1169

limited liability partnership

Back 1169

a form of partnership in which a partner (e.g.. in a law firm or an accounting firm) is not liable for a negligent act committed by another partner or by an employee not under the partner’s supervision—partners can take an active role in management while protected from personal liability

Front 1170

limited partner

Back 1170

a partner without power to manage partnership business and with liability for partnership debts only up to the amount of his/her contribution to the business

Front 1171

limited partnership

Back 1171

a partnership conforming to state statutory requirements and having
one or more general partners and one or more limited partners

Front 1172

limited personal liability

Back 1172

a limited partner’s or corporate shareholder’s liability, which is
limited to the amount that a partner or a shareholder invested in the business

Front 1173

limited warranty

Back 1173

a warranty expressly limited as to duration and/or effect

Front 1174

line agency

Back 1174

administrative agency under the U.S. president’s direct control (e.g.. the
Department of Labor)

Front 1175

line-of-business test

Back 1175

if an officer, director, or controlling shareholder learns of an opportunity in the course of his/her business for the corporation and if the opportunity is in the corporation’s line of business, a court will not permit that person to keep the opportunity for personal gain

Front 1176

liquid assets

Back 1176

assets that can be used immediately to pay debts, taxes, and so on

Front 1177

liquidated claim

Back 1177

a debt, the amount of which is not in dispute

Front 1178

liquidated damages

Back 1178

the damages for breach of contract that are specified in the contract:
these damages will be upheld in court if reasonable (not simply a penalty)

Front 1179

liquidated debt

Back 1179

an undisputed debt for a known or ascertainable sum of money

Front 1180

liquidation

Back 1180

1. conversion of assets to cash, usually in order to pay creditors. the procedure followed before distribution in a Chapter 7 bankruptcy proceeding 2. in partnership law, part of the “winding up” after dissolution; collection. preservation, and sale of partnership assets

Front 1181

lis pendens

Back 1181

a pending lawsuit; a legal notice that a suit is pending

Front 1182

litigants

Back 1182

the parties to a lawsuit

Front 1183

litigation

Back 1183

the process of filing, maintaining, and defending a lawsuit

Front 1184

livery of seisin

Back 1184

medieval term denoting transferring land by the parties going to the land and the grantor’s giving the grantee a clod of earth or twig to symbolize transfer of the land

Front 1185

living will

Back 1185

instrument making known an individual’s wishes concerning life-sustaining
medical treatments

Front 1186

lobbying

Back 1186

attempting to influence legislation

Front 1187

lobster trap defense

Back 1187

prohibiting holders of convertible securities (stocks or bonds that can be converted into common shares) from converting the securities into common shares if the holders already own, or would own after conversion. 10 percent or more of the voting shares of stock

Front 1188

lockout

Back 1188

a management tactic whereby employees are prevented from entering the work premises, generally in order for management to obtain better terms. Defensive lockout (permitted): when a single union bargains throughout an industry by striking one employer (or more), but not all employers, the struck employer responds by locking the workers out. Offensive lockout (sometimes allowed): management keeps workers out in anticipation of a strike.

Front 1189

lock-up

Back 1189

when one broker or dealer has full control of selling a new issue or a series of bonds; in order to ward off a corporate raider, a favored bidder is given a good deal on the purchase of assets or stock

Front 1190

lock-up option

Back 1190

an option to buy assets or stock of a target company; it is exercisable only if the recipient of the option is unsuccessful in acquiring control of the target company. Depending on how it is priced, a lock-up option can have the effect of deterring other bids.

Front 1191

long-arm statute

Back 1191

a state law extending personal jurisdiction over out-of-state persons, including corporations, that do business in the state, own real property there, or have taken other relevant actions (e.g., committed an alleged tort, entered a contract) in a state

Front 1192

“look and feel” software

Back 1192

a computer program or user interface that looks and acts (feels) like another copyrighted program but does not copy the actual code of the first program loss leader items sold at or below cost to attract customers

Front 1193

loss of value

Back 1193

the value of a promised performance minus the value of an actual performance

Front 1194

lost property

Back 1194

personal property accidentally left somewhere; the owner does not intend to relinquish ownership

Front 1195

L.S.

Back 1195

an abbreviation for locus sigilli, “place of the seal,” that may serve as a seal

Front 1196

mail fraud

Back 1196

a scheme intended to defraud or to obtain money or property by fraudulent means through use of the mails

Front 1197

mailbox acceptance rule

Back 1197

principle of contract law that, unless the offer states otherwise, an acceptance using the same method of transmission as the offer is effective when the acceptance is sent (when the offeree places it in the mailbox or otherwise relinquishes control over it)

Front 1198

main purpose rule

Back 1198

the doctrine that if the promisor’s or surety’s goal is to provide an economic benefit for himself/herself, then his/her promise/suretyship is considered outside of the statute of frauds

Front 1199

major emitting facility

Back 1199

under the Clean Air Act, a stationary source such as a factory, which emits or has the potential to emit 100 tons of pollutants annually

Front 1200

maker

Back 1200

a person or institution that issues a promissory note or certificate of deposit (i.e., promises to pay)

Front 1201

mala in se

Back 1201

(Latin) “morally wrong”

Front 1202

mala probibita

Back 1202

(Latin) “wrong by law”

Front 1203

malicious institution of civil proceedings

Back 1203

the intentional tort of instigating civil proceedings against someone for an improper purpose and without good or probable cause, with those proceedings ending decisively in the defendant’s favor

Front 1204

malicious prosecution

Back 1204

an intentional tort involving the same factors as malicious institution of civil proceedings, except that the improperly instituted proceedings are criminal, not civil

Front 1205

martial law

Back 1205

law exercised by military authorities over civilians, usually in time of war, superseding civil law

Front 1206

master

Back 1206

an employer.

Front 1207

master-of-the-offer rule

Back 1207

a contract law doctrine allowing the offeror to dictate the terms under which the offer may be accepted, including the time, place, and manner of acceptance.

Front 1208

material alteration

Back 1208

substantial change in one or more terms of an instrument that gives the instrument a different legal effect (e.g., changes the liability, duties, and/or rights of one or more parties to the instrument)

Front 1209

material misrepresentation

Back 1209

a misrepresentation is material if either 1. a reasonable person would attach importance to the existence or nonexistence of the fact represented or 2. the person making the misrepresentation knows or should know that the other person is likely to regard the fact as important

Front 1210

material mistake

Back 1210

a mistake that goes to the very heart of the agreement

Front 1211

materialmen’s lien

Back 1211

a lien in favor of suppliers of construction materials

Front 1212

maturity

Back 1212

the date when an obligation to pay a debt (e.g., a note, a draft) becomes due

Front 1213

mechanic’s lien

Back 1213

a lien in favor of contractors or workers; a statutory lien filed against a debtor’s real property for materials or labor expended (but unpaid for) in repairing or improving that property

Front 1214

mediation

Back 1214

an alternative method of dispute resolution, preceding or in lieu of litigation, whereby a third party (mediator) tries to help the disputing parties to settle their case

Front 1215

meeting-the-competition defense

Back 1215

in an antitrust price discrimination case, this defense may justify selling goods or services at a lower price to some customers (than to others) in order to meet a competitor’s price

Front 1216

member

Back 1216

a person who joins a nonprofit corporation or a limited liability company; the equivalent of a shareholder in a business corporation

Front 1217

maxim

Back 1217

a legal principle; an equity principle of fair play

Front 1218

membership corporation

Back 1218

a corporation owned by its members, such as a church or other nonstock corporation

Front 1219

memorandum

Back 1219

the written evidence required by the Statute of Frauds for certain kinds of contracts

Front 1220

mens rea

Back 1220

(Latin) “criminal intent”; usually a requirement for criminal liability mercantile law see law merchant

Front 1221

merchant

Back 1221

1. Under the UCC, a person who regularly deals in a particular type of goods. 2. one who deals in goods or has knowledge or skill with regard to goods merchantability fitness for the ordinary purposes for which goods of a specific class are sold

Front 1222

merchant protection statute

Back 1222

a law permitting merchants to stop, detain, and question suspected shoplifters without being held liable for false imprisonment if (a) there are reasonable grounds for the suspicion, (b) suspects are detained for only a reasonable time, and (c) investigations and detentions are conducted reasonably

Front 1223

merger

Back 1223

concerning businesses and antitrust law, the combination of two or more business entities. Specifically, in corporate law, the combining of two corporations by a procedure under which one acquires the stock of the other.

Front 1224

mortgagee

Back 1224

the creditor who has received a security interest in real property (a mortgage) mortgagor the debtor who has given a security interest in real property (a mortgage)

Front 1225

most favored nation (MFN) status

Back 1225

an approach to trade that if one nation gives a lower (or nonexistent) tariff rate to certain goods from one World Trade Organization (WTO) member, it must give the same rate to all WTO members

Front 1226

motion

Back 1226

a request that a court take a specified action in a case; motions can concern numerous matters

Front 1227

motion for a directed verdict

Back 1227

in a jury trial, a motion for the judge to take the decision out of the hands of the jury and direct a verdict for the moving party on the ground that the other party has not produced sufficient evidence to support his/her claim

Front 1228

motion for a new trial

Back 1228

a motion asserting that the trial was so fundamentally flawed (because of error, newly discovered evidence, prejudice, or other reason) that a new trial is ecessary to prevent a miscarriage of justice

Front 1229

motion for change of venue

Back 1229

a motion to have the trial held in another geographic site, often invoked when the defense counsel alleges that the defendant cannot receive a fair trial at the original venue due to pretrial publicity or some other problem

Front 1230

motion to compel

Back 1230

a motion in which one party asks the court to order the other party to respond to the discovery requests filed by the first party

Front 1231

motion to dismiss

Back 1231

a motion contending that, even if the plaintiff’s allegations are true, there is no legal basis for finding the defendant liable.

Front 1232

motion to suppress evidence or to dismiss the indictment

Back 1232

a criminal defense motion claiming that the grounds for the charges are not sufficiently specific or that the evidence against the defendant is inadmissible because it is irrelevant, is unduly prejudicial, or was obtained illegally

Front 1233

multinational enterprise

Back 1233

business engaged in transactions in which goods, information, money, people, or services cross national borders

Front 1234

multi-peril policy

Back 1234

insurance combining various types of coverage with emphasis on who is insured rather than perils insured against

Front 1235

mutual mistake

Back 1235

a mistake by both parties to an agreement concerning a fundamental fact mutual rescission an agreement between the parties to a contract to terminate the contract mutuality the reciprocal obligations of the parties to a contract, in the absence of which
there is no legally binding agreement

Front 1236

mutuality of consideration

Back 1236

the requirement for forming valid contracts that both parties must provide consideration

Front 1237

naked restraint

Back 1237

a restraint of trade with no purpose except to suppress or eliminate competition; therefore, an unlawful restraint

Front 1238

national treatment

Back 1238

the World Trade Organization principle that once goods are legally imported into a nation, the goods must be treated the same as goods produced in that nation

Front 1239

nationalization

Back 1239

1. the forced taking of foreign assets by a host government. 2. the conversion of a private business into a government-owned business

Front 1240

natural law

Back 1240

the theory that law is the basic system of moral principles developed through the power of reasoning, analysis, religion, and philosophy

Front 1241

mistake

Back 1241

in contract law, an error or misunderstanding about a material aspect of an agreement

Front 1242

mistake of fact

Back 1242

in criminal law, ignorance of an important fact; this may negate mens rea and hence serve as a defense

Front 1243

mistake of law

Back 1243

the criminal defense that a person honestly did not know that he/she was breaking the law and (a) the law was not published or otherwise made public, or (b) the person relied on an erroneous but official statement of the law; otherwise, ignorance of the law is no excuse

Front 1244

mistrial

Back 1244

judicial holding that a trial cannot occur or must end prematurely (without a decision) because the court lacks jurisdiction, jurors have engaged in misconduct, or some other procedural failure has occurred

Front 1245

misuse

Back 1245

a person’s use of a product in a way that the manufacturer could not have reasonably foreseen

Front 1246

mitigation

Back 1246

the requirement that an injured party reduce his/her damages to a minimum

Front 1247

mixed transaction

Back 1247

a contract that involves the provision of services and goods; the transaction is treated as a sale under UCC Article 2 if the supplying of goods is the predominant factor, or primary purpose, of the contract

Front 1248

mobile source

Back 1248

under the Clean Air Act, a moving polluter such as an automobile, truck, or airplane

Front 1249

model

Back 1249

in sales contracts, goods the seller shows to the buyer for inspection during the precontract negotiation to describe goods to be sold when the goods themselves are not available (UCC 2-313(1)(c))

Front 1250

Model Business Corporation Act (MBCA)

Back 1250

a model state law dealing with corporations, drafted by an organization of business lawyers, which was enacted by many states

Front 1251

modified life insurance

Back 1251

life insurance with gradually increasing premiums

Front 1252

money

Back 1252

a medium of exchange issued by a government body

Front 1253

money laundering

Back 1253

falsely reporting income that has been obtained through criminal activity as income obtained through a legitimate business enterprise—in effect, “laundering” the “dirty money”; federal law requires the tracking of large sums of currency to prevent the free flow of currency gained by criminal acts

Front 1254

monopolization

Back 1254

the possession of monopoly power in the relative market and the willful acquisition or maintenance of the power, as distinguished from growth or development as a consequence of a superior product, business acumen, or historic accident

Front 1255

monopoly

Back 1255

exclusive or practically exclusive control of the supply and/or sale of a product or service

Front 1256

monopoly power

Back 1256

the ability of a monopoly to dictate what takes place in a given market

Front 1257

moral rights

Back 1257

the noneconomic rights that an artist acquires simply by creating a work of art. These are rights that either affect or have the potential to affect the artist’s personality and reputation (recognized in Europe more so than in the United States).

Front 1258

morality

Back 1258

the body of self-imposed rules of conduct generally perceived to be right

Front 1259

mortgage

Back 1259

a written agreement between a creditor (mortgagee) and debtor (mortgagor) whereby real property is given as security (mortgage) for a loan

Front 1260

mortgage assumption

Back 1260

the right of a buyer to take over and be bound by an existing mortgage

Front 1261

natural monopoly

Back 1261

an industry with economies of scale so large that it is most efficient for one firm to supply the entire market

Front 1262

natural person

Back 1262

a human being, as distinguished from an artificial person such as a corporation

Front 1263

necessaries

Back 1263

goods or services considered essential to sustain existence (e.g., food. shelter) and/or to maintain a person’s station in life

Front 1264

“necessary and proper” clause

Back 1264

a provision in the U.S. Constitution, Article I, Section 8, granting to Congress the authority to make laws “necessary and proper” for carrying out any of the government’s enumerated powers under the Constitution; hence, Congress has implied powers under this clause

Front 1265

negligence

Back 1265

failure to exercise the standard of care that a reasonable person would exercise in like circumstances. To succeed in court, the plaintiff must show (a) duty of care, (b) breach of that duty, (c) causation, and (d) damages.

Front 1266

negligence per se

Back 1266

an action or omission in violation of a statutory requirement; plaintiffs showing such an act or omission need only prove causation and damages to win a negligence action

Front 1267

negligent misrepresentation

Back 1267

a tort involving essentially the same elements as fraud, except that negligence replaces scienter (knowledge of falsity, or reckless disregard of truth or falsity); it applies mainly to special situations involving negligent opinions by supposed experts (e.g., lawyers, title examiners, accountants)

Front 1268

negotiability

Back 1268

a characteristic of negotiable instruments, documents of title, and certificated investment securities that is meant to promote their marketability and transferability by permitting transfer free of claims and defenses

Front 1269

negotiable

Back 1269

capable of being transferred by indorsement or delivery so that the subsequent holder has all the rights that, and possibly more than, were held by the transferor, particularly the right to sue on the instrument in the holder’s own name

Front 1270

negotiable document of title

Back 1270

a document of title whose terms state that the goods are to be delivered to the bearer or to the order of a named person, or, if recognized in foreign trade, that runs to a named person or assigns

Front 1271

negotiable instrument

Back 1271

a type of commercial paper; specifically, a written, signed, unconditional promise or order to pay a fixed amount of money to order or bearer either on demand or at a definite time

Front 1272

negotiation

Back 1272

1. contracts: the transaction of business; the usual setting for the formation of a contract 2. negotiable instruments: the process by which both possession of, and title to, an instrument are transferred from one party to another, with the transferee becoming a holder

Front 1273

net assets

Back 1273

total assets minus total liabilities (debts)

Front 1274

nimble dividend

Back 1274

a dividend to shareholders from current earnings, paid even though there are debts outstanding from previous years

Front 1275

no arrival, no sale

Back 1275

a destination contract in which the goods’ failure to arrive excuses the seller from liability unless the failure is the seller’s fault

Front 1276

no-bill

Back 1276

a grand jury’s conclusion indicating there was insufficient evidence to warrant a true bill (formal charge)

Front 1277

Noerr-Pennington Doctrine

Back 1277

a principle of law derived from two Supreme Court cases (Eastern R. Presidents Conf v. Noerr Motor Freight, Inc., 365 U.S. 127 (1961) and United Mine Workers of America v. Pennington, 381 U.S. 657 (1965)); it extends immunity from antitrust liability to private parties who petition the government for redress (e.g., for businesses who work together lobbying Congress or legislatures to pass certain laws), notwithstanding the anticompetitive purpose or consequences of their petitions

Front 1278

no-fault insurance

Back 1278

insurance compensating automobile accident victims regardless of fault

Front 1279

Nolo contendere

Back 1279

(Latin) “I will not contest it”; a pleading by an accused criminal that does not admit guilt but is equivalent to a plea of guilt for sentencing purposes

Front 1280

nominal consideration

Back 1280

a dollar or other very small sum of money used to bind a contract

Front 1281

nominal damages

Back 1281

damages in the amount of $1 or some other token amount, awarded when the plaintiff has been legally wronged, but not actually injured

Front 1282

non obstante veredicto

Back 1282

Latin for “notwithstanding the verdict.”

Front 1283

nonconforming

Back 1283

use pre-existing use permitted under a zoning ordinance.

Front 1284

noncumulative dividends

Back 1284

payable to certain preferred stock shareholders, these dividends were not declared by the board of directors and therefore are not paid to the shareholders. Noncumulative dividends do not accumulate for payment in future years.

Front 1285

noncumulative preferred stock

Back 1285

preferred stock that loses its dividend rights for years in which no dividend is declared or paid

Front 1286

nonexclusive jurisdiction

Back 1286

jurisdiction by either a federal or a state court, thus not reserved exclusively to federal court

Front 1287

nonexempt property

Back 1287

a debtor’s property that neither state nor federal statutes protect from seizure and sale, with sale proceeds used to pay off the outstanding debts.

Front 1288

nonfeasance

Back 1288

substantial failure, without excuse, to perform a legal duty

Front 1289

nonfreehold estate

Back 1289

a legal right to possession, but not ownership, of real property (e.g., a lease)

Front 1290

nonliquid assets

Back 1290

assets that cannot be used immediately to pay debts, taxes, or other expenses

Front 1291

nonmerchant

Back 1291

a casual or occasional seller

Front 1292

nonobviousness

Back 1292

a prerequisite to receiving a patent—the invention must be original and not obvious to others who work in or are otherwise competent in a particular field of knowledge

Front 1293

nonparticipating shares

Back 1293

preferred shares entitled to receive the amount of the stated dividend preference and no more

Front 1294

nonpossessory security interest

Back 1294

a security interest in personal property in which the debtor retains possession of the collateral that is subject to the security interest.

Front 1295

nonprofit corporations

Back 1295

formed under another state law (sometimes for specific purposes set by statutes), these corporations are not established to earn a profit (so no exclusive distribution to its members, directors, or officers) but to meet a charitable, educational, or scientific purpose. They have no shareholders and no dividends.

Front 1296

nonrestrictive endorsement

Back 1296

in negotiable instruments law, an endorsement that transfers the holder’s entire interest in the instrument

Front 1297

nonsuit

Back 1297

judgment against a plaintiff who failed to prosecute his action or prove his case.

Front 1298

nontariff barriers

Back 1298

a nation’s laws and regulations other than tariffs (e.g., taxes, business rules) tending to restrict the free flow of products into that country from other nations

Front 1299

nontrading partnership

Back 1299

a partnership doing business for professional purposes

Front 1300

no-par stock

Back 1300

stock for which no dollar value is indicated on the share certificate; no-par stock is issued for any amount assigned by the board of directors

Front 1301

normal trade relations

Back 1301

required under the World Trade Organization (WTO) rules, a nondiscrimination principle calling for equal treatment of goods exported and imported among countries that are WTO members, also called the most favored nation principle

Front 1302

noscitur a sociis

Back 1302

(Latin) “known by association”; a rule of statutory or contract construction meaning that words occurring together in a phrase are to be defined by their common relationship or their similarity of meaning.

Front 1303

notary public

Back 1303

a person authorized by the government to administer oaths and to attest to the authenticity of signatures

Front 1304

note (also called a promissory note)

Back 1304

a two-party negotiable instrument in which one person (the maker) makes an unconditional, written promise to pay another person (the payee), or a person specified by the payee, a fixed amount of money either on demand or at a particular time in the future

Front 1305

notice

Back 1305

the formal presentation of information concerning matters of legal import. Notice is legally required in many situations (e.g., by service of process at the beginning of a lawsuit), regardless of whether the person receiving notice already has the information given in the notice.

Front 1306

notice of dishonor

Back 1306

notice given to a secondary party orally or in writing that the primary party has refused to pay instrument

Front 1307

notice-and-comment rule making

Back 1307

a procedure in agency rule making that requires 1. notice, 2. opportunity for comment, and 3. a published draft of the final rule

Front 1308

novation

Back 1308

an agreement among contracting parties and an outside third party that the third party will perform the duties (and receive the rights) of one of the original parties to the contract—the new party completely substitutes for (replaces) that original party, whose contract duties are thus discharged

Front 1309

novel

Back 1309

an invention is novel if it was not anticipated, i.e., if it was not previously known or used by others in the United States and was not previously patented or described in a printed publication in any country

Front 1310

NOW

Back 1310

a negotiable order of withdrawal, treated the same as a check under the UCC; the federal Consumer Checking Account Equity Act (1980) permits savings and loan associations, mutual savings associations, credit unions, and banks to offer their savers NOW accounts

Front 1311

nudum pactum

Back 1311

(Latin) “a naked promise”; a gratuitous promise for which there is no consideration; a promise to make a gift

Front 1312

nuisance

Back 1312

the intentional tort (or crime) of substantially interfering with the plaintiffs right to use and enjoy his/her property (private nuisance) or with rights common to all (public nuisance)

Front 1313

null and void

Back 1313

having no legal effect

Front 1314

nuncupative will

Back 1314

an oral will made before a witness during the testator’s final illness oath oral or written promise to perform an act or speak truthfully

Front 1315

objective intent to form a contract

Back 1315

contract law approach that intent to offer or accept is judged by reasonable interpretation of the parties words and conduct, not by their subjective wishes

Front 1316

objective satisfaction

Back 1316

contractual standard of performance based upon whether a reasonable person would be satisfied

Front 1317

objective theory of contracts

Back 1317

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

Front 1318

obligee

Back 1318

a person to whom an obligation is owed

Front 1319

obligor

Back 1319

a person who owes an obligation to another

Front 1320

obtaining goods or money by false pretenses

Back 1320

the crime of obtaining title to another’s property using an intentionally false statement of a past or existing fact with the intent to defraud another

Front 1321

obvious risk

Back 1321

if the use of a product carries an obvious risk, the manufacturer will not be held liable for injuries that result from ignoring the risk

Front 1322

offenses

Back 1322

1. in criminal law, the least serious type of wrong, such as a minor traffic violation; sometimes called “infractions” or “violations,” offenses are not even classified as crimes in some states 2. a general term for crimes, including felonies and misdemeanors

Front 1323

offer

Back 1323

a proposal made by one person to another and intended to create a contract if the other party expresses his/her assent

Front 1324

offeree

Back 1324

the person to whom an offer is made

Front 1325

offering circular

Back 1325

information prepared by the issuer for distribution with a small public offering of securities under Regulation A of the Securities and Exchange Commission

Front 1326

offeror

Back 1326

the person making an offer

Front 1327

officer (corporate)

Back 1327

a person named by the board of directors to operate the corporate business

Front 1328

oligopoly

Back 1328

an industry dominated by a few large firms

Front 1329

ombudsperson

Back 1329

1. a government official who investigates and reports on grievances against the government 2. a similar appointee in a nongovernmental organization (e.g., a business or university)

Front 1330

omnibus clause

Back 1330

insurance for members of the insured’s family and those who drive the insured’s car with permission

Front 1331

open account

Back 1331

purchases made, on credit, without security; sellers may permit such purchases if they deem the buyer to be creditworthy (highly unlikely to default)

Front 1332

open listing

Back 1332

a real estate listing in which the broker receives a commission only if he or she procures a ready, willing, and able buyer

Front 1333

open shop

Back 1333

a business where employees are not required to join a union

Front 1334

open-ended credit

Back 1334

credit one can use again and again (a series of credit transactions) until a certain prearranged borrowing limit is reached

Front 1335

opening statement

Back 1335

at the beginning of a trial, each lawyer has an opportunity to tell the jury what the case is about; it is a brief statement of a party’s position and what the party intends to prove at trial

Front 1336

operating agreement

Back 1336

in most states, the term for a document setting forth the terms and conditions for managing a limited liability company

Front 1337

operation of law

Back 1337

the method by which a right or a liability is created for a party regardless of the party’s actual intent; certain consequences arise from certain facts because of legal principles that operate automatically, as contrasted with consequences that arise because of a party’s voluntary actions designed to create those consequences

Front 1338

opinion

Back 1338

the statement of reasons forming the basis for a court’s judgment

Front 1339

oppression

Back 1339

an inequality of bargaining power that results in no real negotiation and an absence of meaningful choice for one party to the contract
option contract a contract to keep an offer open for a specified time

Front 1340

order for relief

Back 1340

1. a court’s grant of assistance to a complainant 2. in bankruptcy proceedings, the order relieves a debtor of the immediate obligation to pay the debts listed in the bankruptcy petition

Front 1341

order paper

Back 1341

a negotiable instrument payable to a specific person or to his/her order, so that it requires the proper indorsement(s) and delivery in order to be negotiated

Front 1342

ordinance

Back 1342

a law passed by a governmental body below the state level and dealing with a local concern

Front 1343

ordinary comparative negligence

Back 1343

the standard in many jurisdictions that a plaintiff may recover only if he/she is less culpable than the defendant

Front 1344

ordinary holder

Back 1344

one who does not qualify as a holder in due course and is subject to both real and personal defenses

Front 1345

organizational meeting

Back 1345

required to be held shortly after the corporation has been incorporated, a meeting of directors intended mainly for housekeeping, including adopting bylaws, electing officers, and issuing shares of stock in the corporation; in lieu of such a meeting, the initial directors may give a unanimous written consent

Front 1346

organizational picketing

Back 1346

picketing to encourage employees to join or endorse a particular union

Front 1347

organized crime

Back 1347

crime committed by groups in the “business” of crime

Front 1348

original acquisition

Back 1348

the method of acquiring title to unowned goods, such as wild animals and abandoned property, by reducing them to possession

Front 1349

original issue

Back 1349

1. shares of stock that a corporation issues directly to a shareholder rather than shares transferred from another shareholder or created through a stock split 2. the corporation’s first sale of its stock (the selling price goes to the corporation)

Front 1350

original jurisdiction

Back 1350

the authority to hear a case after it has first been filed, including holding a trial and passing judgment on the law and facts
ostensible authority see apparent authority

Front 1351

ostensible ownership

Back 1351

when a seller retains sold goods, this doctrine (UCC 2-402) provides that the sale is void against the seller’s creditors if the seller’s retention is fraudulent according to the laws of the state where the goods are situated

Front 1352

otherwise qualified individual with a disability

Back 1352

individuals who, despite their disability or with reasonable accommodation to their disability, are capable of performing the essential functions of a particular job

Front 1353

output contract

Back 1353

a contract whereby the seller (usually a manufacturer) agrees to sell all or a stated amount of the seller’s output or production of certain goods to a single, specific buyer

Front 1354

outside director

Back 1354

1. members of the board of directors who are not officers or employees of the corporation 2. one not employed by the company but invited to be on the board of directors because of his or her business expertise (often serving on the committee determining compensation for the corporation’s executives).

Front 1355

outstanding shares

Back 1355

shares that have been issued, except those repurchased by the corporation after their original issuance

Front 1356

overdraft

Back 1356

a check for more than the amount in the customer’s account

Front 1357

overdraw

Back 1357

to make an overdraft

Front 1358

override

Back 1358

Congress’ power to annul a president’s veto (and thus enact a statute) by a two-thirds vote of both the House of Representatives and the Senate overrule to make a decision in a prior case void

Front 1359

oversight hearings

Back 1359

hearings held by a congressional committee to review an agency’s performance

Front 1360

PA.

Back 1360

an abbreviation for “Professional Association,” indicating a professional corporation (e.g., doctors, accountants)

Front 1361

palming off

Back 1361

unfair competition when a business tries to pass its product off as being that of (or comparable to) a rival’s product

Front 1362

par value stock

Back 1362

stock for which a specified dollar amount is indicated on the share certificate; the par value must be set out in the charter

Front 1363

paralegals

Back 1363

nonlawyers who work under the supervision of a lawyer (e.g., in a law firm)

Front 1364

parent corporation

Back 1364

a corporation that owns all, or a majority of, the stock of another corporation

Front 1365

parol

Back 1365

oral; in spoken words

Front 1366

parol evidence

Back 1366

evidence concerning a written agreement that is not part of the writing

Front 1367

parol evidence rule

Back 1367

contracts law principle that bars parol evidence contradictory to the terms of a written agreement intended to be the final and complete expression of the parties’ contract

Front 1368

parole

Back 1368

the conditional release of a convicted criminal from prison followed by the opportunity to serve the remainder of the prison term in the community

Front 1369

partially cumulative dividend

Back 1369

a type of preferred stock dividend that is a combination of cumulative and noncumulative dividends

Front 1370

partially disclosed principal

Back 1370

a principal whose identity a third party does not know, although the third party knows that the person with whom he is dealing may be an agent (acting for a principal)

Front 1371

partially protected speech

Back 1371

speech that cannot be regulated by the government but can be restricted as to time and place and must be fully truthful

Front 1372

participating bonds

Back 1372

where a bondholder participates in the net profits of the corporation, usually by receiving a percentage of the gains in the form of interest

Front 1373

participating preferred

Back 1373

preferred stock that share in corporate profits as well as receive preferred stock dividends

Front 1374

participation in a breach of fiduciary duty

Back 1374

a tort committed when the defendant induces another party to breach his/her fiduciary duty to the plaintiff

Front 1375

participation loan

Back 1375

a loan in which the original lender sells shares to other parties, called participants

Front 1376

parties

Back 1376

1. in contract law. the persons who have engaged in a transaction or made an agreement 2. the plaintiffs and defendants in a lawsuit

Front 1377

partition

Back 1377

a division of land demanded by a partner, joint tenant, or such partner in common so that a tenant will receive exclusive title of a portion of the land, with this portion representing the partner’s or tenant’s fair share

Front 1378

partner

Back 1378

co-owner of a business

Front 1379

partnership

Back 1379

the association of two or more persons who have expressly or implicitly agreed to carry on, as co-owners, a business for profit.

Front 1380

partnership at will

Back 1380

a partnership with no set term of duration

Front 1381

partnership by estoppel

Back 1381

a partnership created by law because third parties were led to the reasonable belief that a partnership existed

Front 1382

partnership capital

Back 1382

the total assets (money and property) that partners contribute for a partnership’s permanent use

Front 1383

partnership opportunity

Back 1383

similar to a corporate opportunity, a business opportunity available to a partnership and encompassed within the purpose of the partnership; a partner who takes personal advantage of that opportunity violates his/her fiduciary duty to his/her fellow partners.

Front 1384

pass-through entity

Back 1384

a business organization that is not a separate taxpayer; all its income and losses are passed through and taxed to its owners; S corporations, partnerships, and limited liability companies are pass-through entities

Front 1385

past consideration

Back 1385

an action completed in the past and claimed as consideration for a present promise

Front 1386

patent

Back 1386

the 20-year exclusive right, granted by the U.S. government, to make, use, and sell a new and useful design, process, machine, manufactured item, or other composition, or any new and useful improvement on it; a patentable invention must be novel, useful, and nonobvious

Front 1387

patent misuse

Back 1387

in a patent dispute, a defense asserting that although the defendant has infringed a valid patent, the patent holder has abused its patent rights and therefore has lost, at least temporarily, its right to enforce them

Front 1388

payee

Back 1388

the party to whom a negotiable instrument is made payable

Front 1389

payor

Back 1389

a party (e.g., drawee) directed to make a payment, generally pursuant to a negotiable instrument

Front 1390

PC.

Back 1390

an abbreviation for “Professional Corporation”

Front 1391

per stirpes

Back 1391

system of distribution of property in an estate whereby each descendant of the testator takes a share representing a proportionate distribution of the property at each succeeding generation; so if a grandparent leaves an estate per stirpes to six grandchildren born of the grandparents’ three children, one of whom had one child (A), one of whom had two children (B and C), and the third of whom had three children (D, E, and F), then A receives one-third of the estate, B and C each receive one sixth, and I), E, and F each receive one-ninth of the estate

Front 1392

merger clause

Back 1392

a contract clause stipulating that the contract is a complete integration and the exclusive expression of the parties’ agreement; this clause serves to bring the parol evidence rule into play when interpreting the contract

Front 1393

merger doctrine

Back 1393

in copyright law, the doctrine that, if an idea and its expression are inseparable, the expression is not copyrightable

Front 1394

merger guidelines

Back 1394

U.S. Justice Department guidelines detailing the general principles and specific standards used to determine which mergers are likely to be challenged by the government under Section 7 of the Clayton Act

Front 1395

merit registration

Back 1395

a securities registration that is reviewed by state regulators for its merits rather than just for its disclosures (as federal securities regulators limit their review). The state securities commissioner decides whether the issuer’s plan of business and proposed securities issuance are fair, just, and equitable.

Front 1396

merit regulation

Back 1396

the power of some state securities commissions to declare a proposed securities offering “too risky” to be permitted (sold) in that state

Front 1397

metes and bounds

Back 1397

a precise description of the territorial limits of a parcel of real property including measured distances and angles

Front 1398

minimum contacts

Back 1398

as long as the person has sufficient minimum contacts with a state, such that it is fair to require him/her to appear in a court of that state, the state has personal jurisdiction over that person

Front 1399

perfect tender rule

Back 1399

the UCC rule that goods be tendered strictly in conformity with the contract

Front 1400

perfection of security interest

Back 1400

a procedure whereby a secured party obtains priority over other parties that seek, or may seek, to attach or otherwise use the collateral

Front 1401

performance

Back 1401

discharge of a contract by substantial completion or by the performance of all of the conditions (essentials) of the contract

Front 1402

periodic disclosure

Back 1402

federal securities law requirement that issuers of most publicly held securities file monthly, quarterly, and annual reports with the Securities and Exchange Commission

Front 1403

periodic tenancy

Back 1403

(lease) tenancy for a definite period of time, which automatically renews until a timely notice to the contrary is given by the lessor or lessee

Front 1404

perjury

Back 1404

making a false statement after having taken an oath to be truthful

Front 1405

permissive counterclaim

Back 1405

a defendant’s counterclaim arising Out of an incident other than the one that is the subject matter of the plaintiffs action. Such a counterclaim need not be filed and can, subject to statute of limitations, be brought in a later suit.

Front 1406

perpetual existence

Back 1406

for most modern corporations, the period of corporate existence

Front 1407

per se

Back 1407

(Latin) “by itself”; this expression means “in and of itself, without looking (or having to look) to other persons or things”

Front 1408

per se violations

Back 1408

agreements among competitors that are automatic violations of antitrust laws (e.g., concerning price fixing, production quotas, and some boycotts or tying arrangements)

Front 1409

person

Back 1409

individual, sole proprietorship, general partnership, joint venture, limited partnership, foreign limited partnership, limited liability company, foreign limited liability company, professional limited liability company, trust, estate, corporation, custodian, trustee, executor, administrator, nominee, or entity in its own or a representative capacity

Front 1410

personal (limited) defense

Back 1410

any defense not a “real” defense; generally, insufficient against holders in due course

Front 1411

personal jurisdiction

Back 1411

the authority of a court to bind the parties in a case

Front 1412

personal property

Back 1412

all property, tangible and intangible, except real property; generally, property without a permanent location or property that may be easily moved without damage to real estate

Front 1413

personal recognizance

Back 1413

the promise of a defendant to appear at trial without a sum of money to guarantee each appearance.

Front 1414

personal service contract

Back 1414

a contract to perform services for another; generally not delegable

Front 1415

persuasive authority

Back 1415

any legal authority or source of law that a court may look to for
guidance but on which it need not rely in making its decision. Persuasive authorities include cases from other jurisdictions and secondary sources of law.

Front 1416

petitioner

Back 1416

the plaintiff; the term is often used in equity cases

Front 1417

pierce the corporate veil

Back 1417

to disregard the corporate entity, and thus hold the shareholders liable for corporate actions; this is possible under circumstances involving fraud

Front 1418

piracy

Back 1418

the manufacture and sale, without permission, of goods copyrighted or trademarked by another firm

Front 1419

plaintiff

Back 1419

the person who initiates a lawsuit

Front 1420

plant patent

Back 1420

a patent that may be issued to anyone who Invents or discovers and asexually reproduces any distinct and new variety of plant

Front 1421

plat

Back 1421

a chart or map, usually filed in the local court or records office, delineating parcels (boundaries) of real property

Front 1422

plea bargain

Back 1422

a deal between the criminal defendant and the prosecutor—typically, a trial is avoided as the defendant pleads guilty to a lesser charge; judges have the final authority over whether to approve these compromises

Front 1423

pleadings

Back 1423

the papers filed in court, with copies to other parties concerned, in preparation for bringing or defending a lawsuit before the court

Front 1424

pledge

Back 1424

the oldest and simplest type of secured transaction, whereby the debtor provides the creditor with physical possession of some of the debtor’s property, which serves as collateral

Front 1425

pledgor

Back 1425

one who transfers possession of personal property as security for a debt

Front 1426

plenary power

Back 1426

authority not granted (expressly or implicitly) to the federal government, and thus reserved to the states and the people, by the U.S. Constitution, Tenth Amendment

Front 1427

poison pill plan

Back 1427

a defensive tactic used by a company facing an unwanted takeover bid that makes the purchase of its stock very costly

Front 1428

police powers

Back 1428

1. the general power granted state and city government to protect its citizen’s health, safety, morals, and general welfare 2. state power to promote or protect public health, safety, morals, and general welfare

Front 1429

polling the jury

Back 1429

asking each juror what his or her verdict is before it is recorded

Front 1430

positive law

Back 1430

the aggregate of legal precepts specifically enacted or otherwise recognized by governments, as distinguished from natural law, moral principles, customs or ideal law

Front 1431

possessory lien

Back 1431

a lien in which the creditors can possess the debtor’s property until the debt is paid

Front 1432

possibility of reverter

Back 1432

a grantor’s future right to retake real property if a specified action occurs; the right a grantor has under a fee simple subject to a condition subsequent

Front 1433

postdate

Back 1433

to write on an instrument a date later than the one on which the instrument is actually executed

Front 1434

power of attorney

Back 1434

an instrument authorizing a specified person to act as agent or attorney for the person executing the instrument

Front 1435

prayer

Back 1435

the request for relief in a complaint

Front 1436

precedent

Back 1436

a prior judicial decision relied on as authority or guide for resolving later, similar cases

Front 1437

predatory pricing

Back 1437

an antitrust law violation in which prices are set below cost for the purpose of driving competitors from the market and reducing competition in the long run

Front 1438

preemption

Back 1438

federal law expressly or implicitly covers a subject so completely that the states are barred from making their own laws on this subject

Front 1439

preemptive right

Back 1439

the right of existing shareholders to preempt, or go ahead of, other purchasers of stock of the same class in order to protect their percentage interest in, or control of, the corporation

Front 1440

preexisting duty rule

Back 1440

common law contract principle stating that a promise to perform (or the performance of) a preexisting legal or public duty does not furnish consideration to support a return promise

Front 1441

preferential transfer (preference)

Back 1441

a transfer (of money or other property) that unfairly favors one creditor over others (i.e., the favored creditor gets more than he/she would under the bankruptcy laws); prohibited, and thus overturned, if to pay a preexisting debt and made during the 90-day period before the bankruptcy petition is filed

Front 1442

preferred stock

Back 1442

the class of shares that take precedence over common shares as to (a) distribution of dividends, and (b) distribution upon liquidation

Front 1443

prejudgment attachment

Back 1443

an attachment before a judgment, permitted if all statutory and constitutional (due process) requirements are met.

Front 1444

prejudgment interest

Back 1444

the interest on the amount of an award from the date of the injury to the date of judgment

Front 1445

preliminary hearing

Back 1445

a court hearing in a criminal case at which the prosecutor must produce sufficient evidence to show that a crime has been committed and that there is good cause to believe that the defendant committed it

Front 1446

premises liability

Back 1446

the liability of landlords and tenants to persons injured on their premises

Front 1447

prenuptial agreement

Back 1447

an agreement made before marriage that defines each partner’s ownership rights in the other’s property. Prenuptial agreements must be in writing to be enforceable.

Front 1448

prepackaged bankruptcy

Back 1448

a workout plan approved by key creditors and the debtor before the debtor files bankruptcy; it becomes the plan of reorganization in a Chapter 11 bankruptcy

Front 1449

preponderance of the evidence

Back 1449

the burden of proof necessary for civil liability

Front 1450

presentment

Back 1450

the giving of a draft or note to a party (e.g., a bank) that is asked to transfer to the bearer the sum stated in the instrument

Front 1451

presentment warranty

Back 1451

a warranty imposed both on the person who obtains payment of a negotiable instrument and on all prior transferors; it warrants title, signature authorization, and lack of material alteration and is given to any person who, in good faith, pays or accepts the instrument

Front 1452

president

Back 1452

the chief executive officer of a corporation

Front 1453

presumption

Back 1453

a presumption is a rule of law, statutory or judicial, by which the finding of a basic fact gives rise to the existence of a presumed fact until presumption is rebutted. A presumption imposes on the party against whom it is directed the burden of going forward with evidence to rebut or meet the presumption but does not shift to such party the burden of proof in the sense of the risk of nonpersuasion, which remains throughout the trial upon the party on whom it was originally cast

Front 1454

price amendment

Back 1454

information concerning the price of securities and underwriting arrangement filed with the Securities and Exchange Commission once the registration statement has been informally cleared by the SEC staff or the registrant receives notice that the registration statement will not be reviewed

Front 1455

price antidilution

Back 1455

a provision that prevents a corporation from diluting a shareholder’s interests by simply issuing shares of common stock at a price below the conversion price

Front 1456

price discrimination

Back 1456

in antitrust law, charging different prices to different customers for the same product without a cost justification for the difference

Front 1457

price fixing

Back 1457

an agreement by or among competitors (horizontal) or businesses at different levels of distribution (vertical) to set prices of the goods or services they sell; raising, depressing, fixing, pegging, or stabilizing prices

Front 1458

prima facie

Back 1458

(Latin) “on first face” or at first blush; creates a rebuttable presumption

Front 1459

prima fade case

Back 1459

a presumptively good case that shifts the burden of proof to the opposing party; a case strong enough to require a jury’s consideration

Front 1460

primary benefit

Back 1460

under the holdings in some cases, the doctrine that an accountant is liable only to the party receiving the primary benefit of his/her services and not to all those to whom he/she could foresee injury because of his/her negligence

Front 1461

primary party

Back 1461

in negotiable instruments law, the maker or acceptor (the party primarily liable on the instrument)

Front 1462

principal

Back 1462

1 the person for whom an agent acts and from whom the agent derives authority 2. an amount of money borrowed or invested, as distinguished from the interest charged or earned on that amount

Front 1463

principal place of business

Back 1463

physical site from which a person conducts his/her business and keeps his/her records

Front 1464

prior art

Back 1464

any existing patents or patent applications or publications, throughout the world, that are relevant to an invention

Front 1465

prior restraint

Back 1465

court restrictions (very rarely granted) on a person’s making a particular statement

Front 1466

private corporation

Back 1466

a corporation created for other than public or municipal purposes

Front 1467

private international law

Back 1467

a branch of conflicts of law that determines when a domestic court should exercise jurisdiction over a case involving foreign persons or territories, when foreign rather than domestic law should apply to a case, and when judgments rendered by foreign courts should be recognized and enforced in a domestic court

Front 1468

private judge

Back 1468

a “referee,” a judge, usually retired, who is hired by parties to resolve a dispute because of his or her subject matter expertise in the area of the dispute

Front 1469

private law

Back 1469

the law involving relationships among individuals and legal entities

Front 1470

private nuisance

Back 1470

interference with a landowner’s right to possession and enjoyment of the landowner’s land

Front 1471

private offering

Back 1471

an offering of securities to a limited number of investors

Front 1472

private placement memorandum

Back 1472

a booklet offered by entrepreneurs seeking financing from private individual investors that furnishes information about themselves and their enterprise

Front 1473

privilege

Back 1473

an immunity existing under law and constituting a defense in most tort cases (e.g., the privilege of self-defense can defeat the tort of battery)

Front 1474

privileged communication

Back 1474

communication between two people in a confidential, protected relationship, such as an attorney-client, husband-wife (in some states), or priest-penitent relationship, that need not be revealed in a legal proceeding

Front 1475

privity

Back 1475

in regard to contracts, the requirement that a person be one of the parties to a contract in order to have a legal interest in the contract,

Front 1476

probable cause

Back 1476

proper grounds for a search or arrest; reasonable grounds (something more than mere suspicion) to believe that a particular person committed a crime

Front 1477

probate

Back 1477

a court procedure by which a will is held to be valid or invalid; broadly all matters concerning the administration of estates and guardianships

Front 1478

procedural due process

Back 1478

the requirement that governmental action depriving a person of life, liberty, or property be via fair procedure

Front 1479

procedural law

Back 1479

the operating rules through which cases are presented, tried, and decided

Front 1480

procedure

Back 1480

step-by-step methods that people bringing or defending a lawsuit or criminal prosecution must follow

Front 1481

proceeds

Back 1481

consideration for the sale, exchange, or other disposition of collateral

Front 1482

process, service of

Back 1482

in accordance with statutory, procedural requirements, formal notification to a civil defendant that he/she is being sued

Front 1483

product liability

Back 1483

the legal liability of manufacturers, sellers, and lessors of goods to consumers, users, and bystanders for injuries or damages caused by the goods

Front 1484

production of documents

Back 1484

a discovery request that a party to a lawsuit produce and permit the other party to inspect and copy designated documents

Front 1485

professional association

Back 1485

persons, licensed to practice a profession, that have associated themselves under the laws of a state in order to perform professional services and divide the gains therefrom as stated in the articles of association or bylaws

Front 1486

professional corporation

Back 1486

a corporation created by a professional or professionals in order to gain corporate tax advantages for traditional partnership or proprietary activities

Front 1487

professional employee

Back 1487

an employee who holds a position requiring advanced knowledge in a field of science or learning customarily acquired by a prolonged course of specialized intellectual instructions and study

Front 1488

professional limited liability company

Back 1488

a limited liability company (LLC) organized for the sole and specific purpose of rendering a professional service and services ancillary to such professional service and that has as its members only individuals who themselves are duly licensed or otherwise duly authorized to render the same professional service as is the LLC

Front 1489

proffer

Back 1489

to tender

Front 1490

profit

Back 1490

the right to obtain a possessory interest in some aspects of another’s land (e.g. crops, timber, minerals); the right allows one to enter on the land and remove the crops, timber, or other interest

Front 1491

profit a prendre

Back 1491

a right to make use of another’s soil (e.g., to mine metals); the right carries with it the right of entry and the right to remove

Front 1492

program trading

Back 1492

on the large exchanges, the trading of stock based on computer programs that order trades at prespecified prices or when other conditions occur

Front 1493

promisee

Back 1493

the person to whom a promise is made

Front 1494

promisor

Back 1494

the person who makes a promise

Front 1495

promissory estoppel

Back 1495

such reliance on the promise of another to make a gift, or on some other gratuitous promise, that the promisor is bound by his/her promise notwithstanding the absence of consideration.

Front 1496

promissory fraud

Back 1496

a type of fraud that occurs when one party induces another to enter into a contract by promising to do something without having the intention to carry out the promise

Front 1497

promoter

Back 1497

a person who conceives of, organizes, and begins a corporation

Front 1498

proof of claim

Back 1498

written and verified statement setting forth a claim

Front 1499

property

Back 1499

a collection of rights and interests, generally associated with the concept of ownership; anything subject to use, possession, transfer, and/or ownership. The two main types are real property and personal property.

Front 1500

proprietary covenant

Back 1500

contract clause concerning ownership of patents, copyrights,
marks, and work products

Front 1501

pro rata

Back 1501

(Latin) “in proportion”; division (e.g., of assets) according to the proportionate share held by each person

Front 1502

prosecutor

Back 1502

the person who represents the government in a criminal proceeding and who prepares and conducts the case against the accused. A municipal or state prosecutor is usually called a district attorney or state’s attorney; a federal prosecutor is called a U.S. attorney

Front 1503

prospectus

Back 1503

a statement or document describing securities to be offered or being offered; a statutory prospectus meeting the requirements of the Securities Act of 1933 must be prepared and submitted to the Securities and Exchange Commission before securities subject to the Act may be advertised or offered

Front 1504

protected class

Back 1504

under Title VII of the 1964 Civil Rights Act, employment classifications — based on race, color, religion, sex, or national origin are suspect; therefore, Title VII has been interpreted by courts to protect people grouped according to race, color, religion, sex, or national origin

Front 1505

proviso

Back 1505

a statutory clause, usually preceded by the words provided, provided that, or provided, however that exempts something from the enacting clause; that qualifies, modifies, or restrains its generality; or that excludes some possible interpretations

Front 1506

proximate cause

Back 1506

an essential element for almost all tort cases, consisting of causation in fact and foreseeability; a tort defense can thus be that the plaintiffs damages were not the natural and probable consequence of the defendant’s acts (i.e., the damages were unforeseeable—too remote in time, distance, or chain of events)

Front 1507

proxy

Back 1507

a limited power of attorney whereby a shareholder names a proxy (agent or representative) to vote his/her shares

Front 1508

proxy contest (proxy fight)

Back 1508

a battle for corporate control whereby an individual, group, or entity seeking to replace the board of directors with its own candidates tries to acquire a sufficient number of shareholder votes to do so

Front 1509

prudent investor (prudent person)

Back 1509

rule a principle that trustees manage trust or investment assets as a prudent investor (person) would manage his/her own property— seeking not just property preservation but also a reasonable return in the amount and frequency of income generated. Management and investment decisions concerning individual assets should be evaluated in the context of the overall portfolio, with trustees owing a fiduciary duty to beneficiaries.

Front 1510

public corporation

Back 1510

a corporation formed to meet a governmental or public purpose

Front 1511

public defender

Back 1511

a criminal defense lawyer, paid by public funds, who defends accused persons who cannot afford representation

Front 1512

public disclosure of private facts

Back 1512

a form of invasion of privacy; it is offensive publicity given to private information about another person

Front 1513

public figures

Back 1513

individuals who, because of their achievements or their success in gaining the public’s attention, are in the public eye. In a defamation suit, a statement made about a public figure or public official must usually be made with actual malice (with either knowledge of its falsity or a reckless disregard for the truth) for liability to be incurred.

Front 1514

public invitee

Back 1514

a member of the public invited to enter or remain upon another’s land for a purpose for which the land is held open to the public

Front 1515

public law

Back 1515

the body of law dealing with the relationship between society (government) and individuals

Front 1516

public policy

Back 1516

concepts of prevailing morality used by courts to determine the legality or illegality of contracts

Front 1517

public utility

Back 1517

a private corporation created for certain public purposes, and governmentally controlled as to services and prices charged (rates)

Front 1518

publication

Back 1518

communication to a third party

Front 1519

publicly held corporation

Back 1519

a corporation whose shares are widely traded and are owned by a large number of people

Front 1520

puffing (also called puffery)

Back 1520

exaggerated statements of value that induce a party, usually a buyer, to enter into an agreement; usually not the basis of fraud or misrepresentation in the legal sense

Front 1521

punitive damages

Back 1521

damages recovered in tort (not contract) cases to punish the defendant for outrageous or malicious conduct.

Front 1522

purchase money security interest

Back 1522

a security interest that is (a) held by the seller of the collateral in order to secure all or part of the sales price, or (b) held by a person lending money or otherwise giving value that the debtor uses to acquire or use the collateral (UCC 9-107)

Front 1523

purchase order

Back 1523

a document authorizing a seller to deliver goods with payment to be made later

Front 1524

pure comparative negligence

Back 1524

a tort system in which the plaintiff may recover for the part of the injury (the percentage of liability) found to be due to the defendant’s negligence, even if the plaintiff was found to be the more negligent party

Front 1525

pure notice recording statute

Back 1525

statute under which a person who has notice that some-one else has already bought the real property cannot validate his/her deed by recording the deed first

Front 1526

pure race recording statute

Back 1526

statute under which the first purchaser to record an interest in real property prevails (“first in time is first in right”), even if he/she acquired the property with actual knowledge of a prior unrecorded conveyance, claim, or interest

Front 1527

pyramid sales scheme

Back 1527

an illegal scheme in which participants give money or other valuables in exchange for the chance to be paid for recruiting others as participants in the scheme

Front 1528

qualify to do business

Back 1528

authorization obtained from another state for a corporation, limited partnership, or limited liability company to do business in that state

Front 1529

quantum meruit

Back 1529

(Latin) “as much as he/she earned”; the compensation permitted by law to the actor in a quasi contract

Front 1530

quasi

Back 1530

(Latin) “as if,” “as if it were”

Front 1531

quasi contract

Back 1531

a contract created by operation of law to prevent unjust enrichment

Front 1532

quasi in rem jurisdiction

Back 1532

the authority of a court based on the location of the defendant’s property, but with the case brought against the defendant personally

Front 1533

mini-trial

Back 1533

a private ADR proceeding that aids disputing parties in deciding whether and how to bring a case to court; each party (or his/her attorney) briefly argues the facts and law before a neutral third person who advises the parties on how a court would likely decide the case

Front 1534

minor

Back 1534

in most states, a person under the age of 18

Front 1535

minute book

Back 1535

a notebook of corporate records; the minutes of meetings of shareholders, directors, or committees or the written consents given in lieu of such meetings
minutes a written record of what took place at a meeting

Front 1536

Miranda warning

Back 1536

oral admonition advising a person under arrest of the rights he/she has under the United States Constitution, such as the right against self-incrimination and the right to have an attorney present; named for the U.S. Supreme Court holding in Miranda v. Arizona, 384 U.S. 436 (1966)

Front 1537

mirror image rule

Back 1537

legal principle that the offer and acceptance, in order to form a contract, must mirror each other exactly (the terms must all be the same)

Front 1538

misappropriation

Back 1538

the wrongful taking of a nonpublic business secret or asset from one firm and its use by another firm

Front 1539

misappropriation theory (securities)

Back 1539

a securities violation occurs when a person breaches a fiduciary duty to the owner of nonpublic information by trading on that information after misappropriating it for his/her own use

Front 1540

misbranding

Back 1540

false or misleading labeling prohibited by federal and state statutes (e.g., selling a prescription-required drug over the counter, claiming unsubstantiated medicinal benefits for a food)

Front 1541

misdemeanor

Back 1541

a crime placed by a state’s criminal code in a class less serious than the other main class of crimes, felonies, with lesser punishment than is generally accorded a felony

Front 1542

mislaid property

Back 1542

personal property intentionally put somewhere, but then forgotten; the owner does not intend to relinquish ownership

Front 1543

misrepresentation

Back 1543

a false statement of fact

Front 1544

malpractice

Back 1544

professional misconduct or unreasonable lack of skill; the failure of a professional to use the skills and learning common to the average reputable members of the profession or those the professional claims to possess, resulting in injury, loss, or damage to those relying on the professional

Front 1545

malpractice suit

Back 1545

a lawsuit alleging failure to exercise the standard of care (the skills and learning) expected of someone in a particular profession (e.g., law, medicine, accounting), that is, negligence by a professional during the course of his/her professional employment

Front 1546

malum in se

Back 1546

an act that is wrong in and of itself without regard to whether it is punishable by law (e.g., murder)

Front 1547

malum prohibitum

Back 1547

an act that is wrong because it is forbidden by law

Front 1548

manager

Back 1548

natural person elected by the members of a limited liability company, authorized to manage and operate the business of the limited liability company

Front 1549

mandamus

Back 1549

(Latin) “we command”; a legal writ compelling a defendant to perform an action

Front 1550

mandatory bargaining subjects

Back 1550

matters relating to wages, hours, terms, and conditions of employment of the members of the bargaining unit and over which the parties are required to bargain by the NLRA

Front 1551

manifest system

Back 1551

in environmental and occupational safety law, the requirement that certain chemicals have documentation about their production, distribution, and disposal, to ensure proper handling and disposal of toxic substances

Front 1552

manslaughter

Back 1552

unlawful taking of another’s life without malice

Front 1553

manufacturing defect

Back 1553

not produced according to specifications

Front 1554

manufacturing or processing plant franchise

Back 1554

a type of franchise in which the franchisor transfers to the franchisee essential ingredients or the formula to make a particular product

Front 1555

margin

Back 1555

the amount that must be paid in cash (not borrowed) in purchasing or investing in securities

Front 1556

mark

Back 1556

the collective name for a trademark, service mark, collective mark, or certification mark; a trade symbol

Front 1557

market allocations

Back 1557

division of market by customers, geographic location, or products

Front 1558

market concentration

Back 1558

the percentage of a particular firm’s market sales in a relevant market area

Front 1559

market power

Back 1559

a firm’s power to control the market price of its product, with a monopoly providing the greatest degree of market power; a firm’s market share (its percentage of control of that market) is the primary measure of market or monopoly power

Front 1560

market price

Back 1560

the price at which goods are currently bought and sold

Front 1561

marketable title

Back 1561

free from defects, encumbrances or reasonable objections to one’s ownership

Front 1562

marketable title acts

Back 1562

in real property law, state statutes reducing the period of title searches by extinguishing all claims and title defects automatically after a fixed period unless they were preserved by filing a statutory notice.

Front 1563

market-share liability

Back 1563

damages liability based on a defendant manufacturer’s national market share for the product that caused harm to the plaintiffs

Front 1564

marshaling of assets

Back 1564

in partnership law, segregating the assets and liabilities of a partnership from the assets and liabilities of the individual partners

Front 1565

quasi-public corporation

Back 1565

a privately owned corporation created for public purposes, such as a public utility

Front 1566

quash

Back 1566

to declare invalid

Front 1567

qui tam plaintiff

Back 1567

a plaintiff suing on the government’s behalf, often entitled to a share of the amount recovered

Front 1568

quid pro quo

Back 1568

(Latin) “something for something (else)”; the thing sought; consideration

Front 1569

quiet enjoyment

Back 1569

a tenant’s right not to have his physical possession of the premises interfered with by the landlord

Front 1570

quiet period

Back 1570

the time between filing of securities registration statement and the date the registration statement becomes effective

Front 1571

quitclaim deed

Back 1571

a deed containing no warranty of title; it simply conveys all of the rights in the property that the grantor has, whatever those rights may or may not be

Front 1572

quorum for corporations:

Back 1572

a majority of the outstanding shares of a corporation; the number of shareholders required to be present to conduct business at a shareholders’ meeting

Front 1573

race-notice recording statute

Back 1573

a statute giving the better claim to the prior purchaser real estate (over a subsequent purchaser of the same property), unless the subsequent purchaser bought in good faith (e.g., without knowing of the prior purchase) and recorded his/her deed before the prior purchaser recorded his/her deed

Front 1574

racketeering activity

Back 1574

state and federal offenses involving a pattern of illegal acts, including mail and wire fraud

Front 1575

raider

Back 1575

in a hostile takeover, a third party who seeks to obtain control of a corporation, called the target, over the objections of its management

Front 1576

ratification

Back 1576

a person’s explicit or implicit approval or adoption of a prior act that did not bind him/her

Front 1577

ratify

Back 1577

to adopt the act even if it was not approved beforehand; to agree to be bound to a contract

Front 1578

rational relationship test

Back 1578

a requirement that legislation bear a rational relationship to legitimate governmental interest

Front 1579

reaffirmation agreement

Back 1579

a debtor’s written, signed agreement, filed in bankruptcy court, in which the debtor reaffirms (again agrees to pay) a dischargeable or already discharged debt

Front 1580

real (universal) defenses

Back 1580

defenses to the enforcement of an instrument that are good against anyone, including holders in due course; examples are fraud in the execution (factum), forgery, discharge in bankruptcy, statute of limitations, material alteration, and defenses (e.g., duress, illegality) that render a contract void

Front 1581

Real Estate Investment Trust (REIT)

Back 1581

a tax-advantaged pool of real property

Front 1582

real property

Back 1582

land, whatever is growing or built on land, and the rights associated with ownership and use thereof

Front 1583

reasonable accommodation

Back 1583

the degree of workplace accommodation an employer or prospective employer must provide a disabled employee or prospective employee to perform a job

Front 1584

reasonable care

Back 1584

care taken by the average person under ordinary circumstances

Front 1585

reasonable expectation test

Back 1585

for some product liability or warranty cases, a test that courts impose to determine if foods or beverages are merchantable—what the jury or judge determines a consumer would reasonably expect relevant to contents and quality

Front 1586

“reasonable person” standard

Back 1586

a tort doctrine, used especially in negligence cases; the duty of care that a hypothetical, reasonable person would meet in the circumstances in question

Front 1587

receiver

Back 1587

a fiduciary (for all parties) appointed by the court to take charge of property involved in a lawsuit and to manage and dispose of it as the court orders

Front 1588

recidivism

Back 1588

repeated criminal conduct

Front 1589

recklessness

Back 1589

usually a criminal law concept—a person’s conscious disregard of the substantial risk that the person’s actions may violate the law and cause harm

Front 1590

recognition picketing

Back 1590

picketing (restricted under the National Labor Relations Act) to induce an employer to recognize a union as bargaining representative for a unit of employees

Front 1591

recognitional strike

Back 1591

an unlawful strike whose purpose is to force an employer to recognize the union as the collective bargaining agent for certain of its employees

Front 1592

recognizance

Back 1592

an in-court acknowledgment of indebtedness

Front 1593

record

Back 1593

the oral and written evidence presented at a court trial or an administrative hearing

Front 1594

recording statute

Back 1594

legislation requiring that deeds, mortgages, and other real property transactions be recorded in order to notify future purchasers, creditors, or other interest holders of an existing claim on the property

Front 1595

recoupment

Back 1595

the defendant’s reduction of the amount he/she owes the plaintiff by asserting claims or defenses arising out of the same contract or transaction on which the plaintiffs action is based

Front 1596

red herring prospectus

Back 1596

a preliminary prospectus. tentatively reviewed by the Securities and Exchange Commission, designated in red ink as such, and required to accompany a written offer of securities during the waiting period before the securities are formally offered for sale

Front 1597

redeem

Back 1597

when a corporation buys up its share of bonds

Front 1598

redemption right

Back 1598

the right of a corporation to redeem (purchase) preferred shares, even over the objection of their owners

Front 1599

redress

Back 1599

to correct or make right

Front 1600

referee

Back 1600

a court-appointed person who takes testimony and decides a matter in dispute

Front 1601

reformation

Back 1601

an equity action used to revise a written contract so that it will state the actual agreement of the parties

Front 1602

registered agent

Back 1602

a person authorized to receive service of process for the corporation

Front 1603

registered limited liability partnership

Back 1603

a partnership created and maintained by filing with the appropriate state official an annual registration and by maintaining a statutorily required amount of liability insurance, thereby usually limiting the personal liability of general partners for another partner’s wrongful acts of which the first partner had no knowledge

Front 1604

registration rights

Back 1604

an investor’s right to require a company to register under applicable federal and state securities laws the shares of common stock into which the preferred stock is convertible

Front 1605

registration statement

Back 1605

a statement filed by an issuer with the Securities and Exchange Commission under the Securities Act of 1933 and containing all relevant information about the securities to be offered for sale

Front 1606

reimbursement

Back 1606

1. the principal’s duty to pay back authorized payments that an agent made on the principal’s behalf 2. the principal debtor’s duty to repay a surety who paid the principal debtor’s obligation

Front 1607

rejection

Back 1607

in contract law, the offeree’s manifestation of unwillingness to accept an offer

Front 1608

release

Back 1608

an agreement by one party to a contract excusing the other party from performance; a person’s giving up a right, claim, or privilege that might have been enforced against or demanded from another person

Front 1609

relevant geographic market

Back 1609

in analyzing the market structure to decide whether a
monopoly exists, courts and other decision makers consider where the product is sold, transportation costs, and how far consumers must travel to purchase the product

Front 1610

relevant product market

Back 1610

in analyzing the market structure to determine whether a monopoly exists, courts and other decision makers consider the characteristics of the product, including its substitutes

Front 1611

reliance damages

Back 1611

contractual damages placing the injured party in as good a position as he would have been in had the contract not been made

Front 1612

remainder

Back 1612

an estate that commences upon the termination of a prior estate; for example A gives B a life estate, with the remainder to C or C’s heirs

Front 1613

remainderman

Back 1613

the person entitled to a remainder

Front 1614

remand

Back 1614

to return a case, by order of an appellate court, to the trial court for further action

Front 1615

remedy

Back 1615

legal relief (e.g., by judicial decree or by contract) that prevents a wrong,
enforces a right, or compensates a party for harm caused by a violation of his rights

Front 1616

remittance chain

Back 1616

the chain of banks in the check collection process that become
accountable for the amount of a check, beginning with the payor bank and ultimately ending with the depositary bank’s liability to pay its customer, the check’s depositor

Front 1617

remittitur

Back 1617

the process (and the court order itself) by which a court reduces or proposes to reduce the damages awarded in a jury verdict

Front 1618

removal for cause

Back 1618

during the jury selection process, a prospective juror’s dismissal because of the juror’s actual or presumed inability to be impartial or otherwise fairly assume the role of juror for that case

Front 1619

removal jurisdiction

Back 1619

judicial power to remove a case from one court system to another (e.g., from state court to federal court)

Front 1620

rent

Back 1620

consideration paid, usually a periodic fee, for the use/occupation of any land, building, equipment, or other property

Front 1621

reorganization

Back 1621

rearrangement of a business under Chapter 11 of the Bankruptcy Code

Front 1622

reorganization plan

Back 1622

in a bankruptcy case, a rehabilitation plan filed with and approved by the court that divides creditors and shareholders into classes and then designates how claimants within each class are to be treated

Front 1623

repatriation

Back 1623

the process a business firm follows in transferring assets or earnings from a host nation to another nation

Front 1624

replacement workers

Back 1624

employees hired on either a temporary or permanent basis to take the place of striking employees

Front 1625

replevin

Back 1625

a court proceeding instituted to recover personal property wrongfully held by another person

Front 1626

reply

Back 1626

the plaintiffs pleading in response to the defendant’s answer

Front 1627

reporting company

Back 1627

a company registered under Section 12 of the Securities Exchange Act of 1934 that subjects issuers to various reporting requirements and to certain rules and regulations concerning proxies, tender offers, and insider trading

Front 1628

repossession

Back 1628

a creditor’s taking possession of collateral after the debtor defaults (e.g., fails to make payments)

Front 1629

representation election

Back 1629

an election to determine if the workers in a current or proposed bargaining unit will be represented by a particular labor union

Front 1630

repudiation

Back 1630

1. in contract law, words or conduct of one contracting party that unequivocally indicate his/her inability or unwillingness to perform without breach. 2. refusal to accept goods that have been tendered in accordance with a sales contract

Front 1631

requests for admissions

Back 1631

a method of discovery; written requests that another party admit particular facts or acknowledge the genuineness of certain documents

Front 1632

requests for production of documents

Back 1632

requests for documents (e.g., medical records and personnel files) to be produced as part of the pretrial discovery process

Front 1633

requirements contract

Back 1633

a contract whereby the buyer agrees to purchase all of his/her requirements of certain goods from a single, specified seller

Front 1634

res

Back 1634

(Latin) “thing,”“matter”; the subject matter of a legal action (e.g., the land involved in a quiet title action)

Front 1635

resale price maintenance

Back 1635

a restraint of trade, generally judged by a rule of reason approach, in which manufacturers or wholesalers set the price of a good at the next level (e.g., retail)

Front 1636

rescind

Back 1636

to cancel

Front 1637

rescission

Back 1637

cancellation; a remedy in which a contract is terminated and the parties are returned to the positions they occupied before the contract was made

Front 1638

res ipsa loquitur

Back 1638

(Latin) “the thing speaks for itself’; a torts doctrine excusing the requirement that a plaintiff prove the defendant negligent if, under certain conditions, the fact of the negligence is obvious; the defendant can rebut the inference of negligence that arises from the defendant’s exclusive control over the instrument that caused the harm

Front 1639

resident agent

Back 1639

a person or other entity authorized to receive service of process and other official papers for a corporation

Front 1640

res judicata

Back 1640

a doctrine prohibiting subsequent litigation between parties as to a dispute between those parties that has already been adjudicated (with final judgment entered and appeals either completed or not taken)

Front 1641

respondeat superior

Back 1641

(Latin) “Let the superior respond”; liability of the principal for his/ her agent’s torts if committed while acting within the scope of the agent’s authority

Front 1642

respondent

Back 1642

a term for the defendant, often used in an equity case

Front 1643

restitution

Back 1643

restoring the status quo; return of property; a tort or breach of contract remedy, such as for unjust enrichment; a criminal sentence requiring repayment of the victim

Front 1644

restraining order

Back 1644

a court order requiring a party to cease doing certain acts

Front 1645

restraint of trade

Back 1645

in a contract, a provision unreasonably restricting a person from making a livelihood after the sale of that person’s business or that person’s leaving his/her employment; any number of business practices that limit competition and may violate antitrust laws

Front 1646

restraint on alienation

Back 1646

in an instrument conveying property, a provision that prohibits the grantee from selling or transferring the property; many such restraints are unenforceable as against the public policy favoring freely transferable land

Front 1647

restricted security

Back 1647

a security that has been issued under an exempted transaction, with further transfer being subject to limitations

Front 1648

restrictive covenant

Back 1648

an express provision (e.g., placed in a deed) that attempts to restrict the transfer or use of property; also, a clause in an employment, partnership, or other agreement that limits or forbids the contracting party from performing the same
similar type of work (e.g., for a competitor) within a certain geographic area for
specified period of time after the contract ends

Front 1649

restrictive indorsement

Back 1649

an indorsement that (a) is conditional, (b) attempts to prohibit further transfer of the instrument, (c) includes the words “for collection,”“for deposit only,”“pay any bank,” or a similar term, or (d) states that it is for the benefit or use of the indorser or another person

Front 1650

resulting trust

Back 1650

a trust that ensues when the person receiving property was not intended to receive it; he/she is made a resulting trustee for the intended beneficiary. This type of trust is intended to correct a mistake.

Front 1651

retained earnings

Back 1651

the portion of a corporation’s profits that has not been paid out as dividends to shareholders

Front 1652

retaliatory eviction

Back 1652

eviction or eviction proceedings initiated by a landlord because a tenant has complained or otherwise exercised contractual or statutory rights

Front 1653

revenue license

Back 1653

a license requirement intended mainly not to regulate but for the government’s charging of fees to those obtaining or renewing a license

Front 1654

reverse discrimination

Back 1654

employment, education, and other types of decisions favoring women or minorities over white males in violation of the latter’s constitutional and statutory protections entitling them to equal treatment

Front 1655

reverse stock split

Back 1655

an amendment to corporate articles decreasing the existing number of authorized shares by combined currently issued shares

Front 1656

reversion

Back 1656

in effect, a remainder retained by the grantor of an estate; for example, A gives B a life estate, with reversion to A or his heirs

Front 1657

revocation

Back 1657

in contract law, the offeror’s withdrawal of his offer

Front 1658

rider

Back 1658

an addition to a contract, usually an insurance policy

Front 1659

right

Back 1659

a power, privilege, interest or immunity; a legally enforceable demand or claim; that which, upon its violation, affords one a remedy at law or in equity

Front 1660

right of action

Back 1660

the right to start a lawsuit

Front 1661

right of election

Back 1661

surviving spouse’s right to avoid disinheritance; his/her right to a portion of the dead spouse’s estate despite what the will says—generally one-half of the estate if there are no children or other descendants and one-third if there are

Front 1662

right of entry

Back 1662

the right to take or resume possession of land by entering on it in a peaceful manner

Front 1663

right of first refusal

Back 1663

a contract that provides the holder with the right to purchase property on the same terms and conditions offered by or to a third party

Front 1664

right to publicity

Back 1664

an individual’s right to control the commercial use of his/her identity and likeness

Front 1665

right-to-sue notice

Back 1665

a document the Equal Employment Opportunity Commission (EEOC) issues as a prerequisite to the charging party being able to file a private suit in court

Front 1666

right-to-work law

Back 1666

a state statute prohibiting union shops; that is, in that state, union membership cannot be required for obtaining or retaining employment

Front 1667

riparian rights

Back 1667

a landowner’s rights (use, accretion, etc.) in a natural waterway within his/her property

Front 1668

ripeness

Back 1668

the concept that a court will not decide a case before the necessity to decide it (i.e., will not decide a matter until it is ripe)

Front 1669

risk

Back 1669

in insurance, a contingency, peril, or other area of potential exposure, which a policy may cover

Front 1670

risk of loss

Back 1670

the allocation of loss between the seller and buyer when the goods have been damaged, destroyed, or lost

Front 1671

robbery

Back 1671

larceny accomplished by using force or threats of force

Front 1672

rule

Back 1672

an established standard, guideline, principle, or doctrine; in administrative law, a regulation issued by a federal, state, or local administrative agency (or court) and governing procedure or conduct in a specific field

Front 1673

rule against perpetuities

Back 1673

the common law principle that no interest in property is good unless it must vest, if at all, not later than 21 years plus the period of gestation, after some life or lives in being when the interest was created

Front 1674

rule making

Back 1674

an administrative agency’s process for adopting new regulations or amending old ones, which generally includes notifying the public of proposed rules or changes and receiving and considering the public’s comments

Front 1675

rule of four

Back 1675

a U.S. Supreme Court rule that the Court will not issue a writ of certiorari unless at least four justices vote to issue the writ

Front 1676

rule of reason

Back 1676

the antitrust doctrine whereby most unintentional, reasonable restraints of trade are lawful if tied to a valid business purpose considering all facts and circumstances

Front 1677

S corporation

Back 1677

a corporation organized to meet certain Internal Revenue Code requirements and thus qualified for special federal income tax treatment; the income of an
corporation, whether or not distributed, is taxed to its shareholders, but the S corporation itself is not subject to federal income tax (in essence, the S corporation is taxed the same as a general partnership)

Front 1678

sale

Back 1678

a transfer of title to goods for a consideration or price

Front 1679

sale on approval

Back 1679

a delivery of goods for the buyer’s inspection and approval; title and risk of loss remain with the seller until the buyer approves and accepts the goods

Front 1680

sale or return

Back 1680

a sale in which the buyer can choose to return goods to the seller

Front 1681

sale with reserve

Back 1681

an auction sale in which the auctioneer (seller) may withdraw the goods at any time prior to announcing completion of the sale (UCC 2-328)

Front 1682

sample

Back 1682

in precontract negotiations, goods withdrawn from the bulk of goods in a sale and—to describe the goods to be sold—exhibited by the seller for the buyer’s inspection (UCC 2-313(1)(c)).

Front 1683

satisfaction

Back 1683

1. performance of the terms of a new agreement resulting from an accord 2. discharge of an obligation by paying a party what is due to him/her (e.g., on a mortgage, lien, or contract) or what a judgment has awarded to him/her

Front 1684

satisfactory performance

Back 1684

a contractually stated measure of performance that is a condition of the contract if the satisfaction is subjective in nature, but is not a condition if satisfaction can be objectively tested

Front 1685

scab

Back 1685

a derogatory term for workers who do not comply with a strike

Front 1686

scienter

Back 1686

(Latin) “knowingly,”“with guilty knowledge” (i.e., with intent to deceive); a requirement for proving fraud, scienter arises when the misrepresenting party knew or should have known that material facts have been falsely represented

Front 1687

scope of employment

Back 1687

conduct of an agent in furtherance of the business of his/her principal such that, if the agent commits a tort, the principal, as well as the agent, will be liable for the tort

Front 1688

scrip

Back 1688

a certificate representing the right to receive a portion of a share (an alternative to fractional shares in distributing share dividends)

Front 1689

seal

Back 1689

a distinctive mark, wax impression, letters such as L.S. (locus sigilli), or the word “seal” itself, indicating an intention to sign a document with a seal

Front 1690

search

Back 1690

concerning intellectual property, an investigation to determine if any type of intellectual property belongs to another party

Front 1691

search warrant

Back 1691

a document that a judge or magistrate issues, upon a showing of probable cause, authorizing governmental officials to search a specific place and seize specific items allegedly connected to illegal activities

Front 1692

secondary boycott

Back 1692

a boycott against businesses other than the one involved in the primary labor dispute (it is intended to cause these businesses to pressure the party in the labor dispute to comply with the union’s demands); like secondary picketing and secondary striking, this refusal to do business is usually an unfair labor practice

Front 1693

secondary liability

Back 1693

in negotiable instruments law, a form of contract liability undertaken by the drawer of a draft and the indorser (without qualification) of any instrument; these secondary parties must pay the instrument only if the primary party does not pay and certain conditions are met. These obligations to pay are ordinarily subject to the conditions of presentment, dishonor, notice of dishonor, and sometimes protest.

Front 1694

secondary offering

Back 1694

a securities offering by a person other than the issuer

Front 1695

secondary party

Back 1695

in negotiable instruments law, the drawer or indorser (the party secondarily liable on the instrument)

Front 1696

secured creditor

Back 1696

generally, a creditor who has a contractually created lien in a debtor’s property

Front 1697

secured debt

Back 1697

a debt in which the creditor has a claim against specific property of the debtor

Front 1698

secured party

Back 1698

a secured creditor

Front 1699

secured transaction

Back 1699

any transaction in which a creditor acquires a security interest in personal property or fixtures of the debtor; if the debtor fails to perform, the secured creditor can use the personal property or fixtures (known as collateral) as a substitute for, or a means to collect, the debtor’s performance (e.g., payment)

Front 1700

securities

Back 1700

notes, stocks, bonds, debentures, evidences-of-debt or other documents, certificates, or interests that represent a share in a corporation, business, or venture, or a debt owed by a corporation, business, or venture; any instrument or interest commonly known as a security and regulated by the Securities Act of 1933.

Front 1701

security

Back 1701

collateral given for a loan, bond, or note

Front 1702

security agreement

Back 1702

an agreement granting a security interest

Front 1703

security interest

Back 1703

an interest in the debtor’s personal property (or fixtures) held by the creditor as a means to ensure payment or other performance of an obligation

Front 1704

selective disclosure

Back 1704

a practice whereby issuers of publicly traded securities disclose material nonpublic information, such as advance warnings of earnings results, to securities analysts or selected institutional investors before making full disclosure of the same information to the general public

Front 1705

self-dealing

Back 1705

directors or officers engaged in buying, selling, or leasing property or services to or from the corporation; to be lawful, the deal must be fair to the corporation and fully disclosed to all other directors, officers and, in some cases, shareholders (otherwise, the corporation may void the deal)

Front 1706

self-defense

Back 1706

a defense to criminal or tort liability that permits people to use the degree of force reasonably necessary to protect themselves (or others) from criminal force

Front 1707

selfhelp

Back 1707

when the debtor defaults, the secured creditors’ remedy of repossessing the collateral without going to court

Front 1708

self-incrimination

Back 1708

statements subjecting the speaker to possible criminal prosecution; the U.S. Constitution’s Fifth Amendment protects against compelled self-incrimination by declaring that no person “shall be compelled in any criminal case to be a witness against himself’

Front 1709

self-proved will

Back 1709

instrument recognized in states following the Uniform Probate Code, eliminating certain formalities of proof

Front 1710

self-proving affidavit

Back 1710

an affidavit attached to a will executed by the testator and two witnesses before a notary, which by its very existence attests to the proper execution of the will

Front 1711

self-lender

Back 1711

a corporation’s offer to buy back its stock or shareholder rights for a fair price

Front 1712

seniority system

Back 1712

a system granting employees employment preferences according to the employee’s length of service

Front 1713

separation of powers

Back 1713

allocation of powers among the legislative, executive, and judicial branches of government

Front 1714

sequester

Back 1714

to remove or set apart, as in to seize property as security for a claim, or—in a trial—to remove all potential witnesses (except for parties) from observing the trial

Front 1715

servant

Back 1715

an employee; subject to great control by the master (employer)

Front 1716

service mark

Back 1716

a distinctive symbol, word, letter, number, picture, or combination thereof adopted and used by a business to identify its services (distinguish them from the services of others)

Front 1717

servient

Back 1717

land subject to an easement

Front 1718

set fee

Back 1718

a lawyer’s fixed fee for performing a specific task (e.g., drafting a contract or registering a trademark)

Front 1719

set-off

Back 1719

a counterclaim that a party asserts in reduction or elimination of another party’s monetary claim

Front 1720

severability

Back 1720

the ability to separate a contract clause or legislative provision from the remainder of the contract or legislation, respectively (e.g., so that a court can declare the clause/provision unlawful without overturning the rest of the contract or statute)

Front 1721

several liability

Back 1721

a creditor’s ability to sue one of many debtors separately

Front 1722

severance

Back 1722

1. the destruction of any one of the four unities (time, title, interest, and possession) of what was a joint tenancy but now is severed 2. the cutting of crops or the separation of anything from realty

Front 1723

sexual harassment

Back 1723

in employment law, when sexual favors are requested of an employee in exchange for job benefits (quid pro quo) or the employee is forced to work in a sexually hostile (offensive) work environment

Front 1724

share (of stock)

Back 1724

a proportionate ownership interest in a corporation or in its equity.

Front 1725

share subscription

Back 1725

a written agreement to purchase a specified number of a corporation’s unissued shares, perhaps on a periodic basis and/or preceding the corporation’s formation

Front 1726

shareholder

Back 1726

an owner of a share of a corporation through the ownership of its stock

Front 1727

shareholder of record

Back 1727

a person whose name appears on a corporation’s shareholder list, as of a specified date, and thus is entitled to vote

Front 1728

shelf registration

Back 1728

a single registration statement covering the future sale of securities, permitted by an SEC rule so that the company can react quickly to changing market conditions

Front 1729

shell corporation

Back 1729

a corporation intentionally undercapitalized in order to be effectively judgment proof and thus a fraud upon creditors

Front 1730

shelter rule

Back 1730

a doctrine of negotiable instruments law whereby, in the chain of title after a holder in due course, all transferees have the status and benefits of a holder in due course, except transferees who (a) were parties to fraud or illegality affecting the instrument, or (b) as prior holders, had notice of a claim or defense to the instrument

Front 1731

shipment contract

Back 1731

a contract whereby the seller pays the cost of delivering goods to the carrier; upon delivery to the carrier, risk of loss passes to the buyer

Front 1732

shipment under reservation (documentary sale)

Back 1732

a sales contract in which the seller draws a draft against the buyer for the purchase price and forwards it to the buyer’s bank with a bill of lading covering the goods and with instructions not to surrender the bill of lading to the buyer until the buyer accepts or pays the draft

Front 1733

shop steward

Back 1733

at a particular workplace, the union person who handles union matters (e.g., processes employee grievances, perhaps collects dues)

Front 1734

short-form merger

Back 1734

a merger between a subsidiary corporation and a parent corporation that owns at least 90% of the outstanding shares of each class of stock issued by the subsidiary corporation (either corporation’s approval by a shareholder vote is unnecessary)

Front 1735

short sale

Back 1735

a sale of a security that the seller does not own or has not contracted for at the time of the sale and that the seller must borrow to make delivery; the seller profits from the overall transaction if the security’s price drops (the seller buys securities to pay off his/her loan at a lower price than he/she received for initially selling the securities). A rise in the security’s price results in a loss for the short seller.

Front 1736

short-swing profits

Back 1736

profits made by an insider through the sale or other disposition of securities within 6 months after purchase

Front 1737

shrinkwrap license

Back 1737

a license that customers cannot read when they purchase software but are deemed to have accepted when they open the wrapping around the envelope containing the discs.

Front 1738

sight draft

Back 1738

draft payable upon proper presentment

Front 1739

signature

Back 1739

in commercial law, any name, word, or mark used for the purpose of executing or authenticating a document

Front 1740

slander

Back 1740

oral defamation

Front 1741

slander of quality (trade libel)

Back 1741

publication of false information about another’s product, alleging that it is not what its seller claims

Front 1742

slander of title

Back 1742

1. defaming the title a person has to particular property and thus possibly preventing the sale of that property 2. publication of a statement denying or casting doubt on another’s legal ownership of any property, causing financial loss to that property’s owner

Front 1743

slander per se

Back 1743

words that are slanderous of and by themselves, specifically that (a) a person has committed a serious crime, (b) has a loathsome disease, (c) is guilty of sexual misconduct, or (d) is not fit to conduct business or a profession

Front 1744

SLAPP-suits

Back 1744

acronym for Strategic Lawsuits Against Public Participation; lawsuits (e.g., for defamation or for interference with contract) intended to persuade people to drop their opposition to particular governmental or business activities

Front 1745

small claims courts

Back 1745

inferior state civil courts with jurisdiction limited by dollar amount

Front 1746

small offering exemption

Back 1746

an issuer’s offerings that are too small for the federal government to regulate, including some bank loans, privately negotiated securities sales to large institutional investors, and business-venture promotions by a few closely related persons

Front 1747

sole proprietorship

Back 1747

the simplest form of business, in which a sole owner and his/her business are not legally distinct entities, the owner being personally liable for business debts

Front 1748

solicitation

Back 1748

an inchoate crime committed when a person, intending for a crime to be committed, asks, orders, or otherwise encourages another to commit that crime

Front 1749

sophisticated purchaser

Back 1749

in tort law, a manufacturer’s defense that a sophisticated buyer, such as another manufacturer, is responsible for instructing its employees about the dangers in using the product

Front 1750

sovereign

Back 1750

a person, governing body, or nation in which independent and supreme authority is vested

Front 1751

sovereign acts doctrine

Back 1751

a legal principle that the government cannot be held liable for breach of contract due to legislative or executive acts of general application

Front 1752

sovereign immunity

Back 1752

the doctrine under which a government (sovereign) may not be sued without its consent

Front 1753

special agent

Back 1753

a temporary agent for a single transaction or some other limited purpose

Front 1754

special damages

Back 1754

damages peculiar to the plaintiff in the situation or circumstance in question

Front 1755

special indorsement

Back 1755

an indorsement specifying the person to whom, or to whose order, an instrument is payable. The instrument may be further negotiated only by the special indorsee’s indorsement.

Front 1756

special permit

Back 1756

an administrative remedy provided for in zoning ordinances that allows a landowner to use his/her land in a manner expressly permitted by the ordinance if conditions and standards set forth in the zoning regulations are met

Front 1757

special verdict

Back 1757

a verdict in which the jury responds in writing to specific written questions on factual issues.

Front 1758

special warranty deed

Back 1758

a deed that includes the general warranty deed’s covenants, but warrants only against defects or encumbrances arising after the grantor acquired the property

Front 1759

specific intent crimes

Back 1759

certain types of crimes (e.g., burglary, arson) requiring proof of an intent to commit that particular crime; otherwise, mens rea (criminal intent) can be transferred from the crime intended to the one that actually occurred

Front 1760

specific performance

Back 1760

a court order to a breaching party to perform his/her contract

Front 1761

split sentence

Back 1761

a sentence in which imprisonment is to be followed by probation

Front 1762

spot zoning

Back 1762

a zoning amendment, designed primarily for the landowner’s economic benefit, classifying a property or properties to a use inconsistent with the general zoning pattern of the surrounding area

Front 1763

staggered board

Back 1763

a board on which the directors serve for specified terms, usually three years, with only a fraction of them up for reelection at any one time

Front 1764

stale check

Back 1764

an uncertified check drawn more than six months before presentation for payment

Front 1765

standby letter of credit

Back 1765

a method for securing the performance a party owes the beneficiary—an issuing bank is to pay a sum of money to the beneficiary on presentation of certain documents specified in the letter of credit, usually a brief statement (in language agreed upon by the two parties) that the other party is in default and the beneficiary is entitled to the payment

Front 1766

standing (to sue)

Back 1766

requirement that a person have a sufficient stake in a dispute in order to sue. Plaintiffs generally must show that they have been either harmed or threatened with harm

Front 1767

stare decisis

Back 1767

stare decisis (Latin) “stand by the decision”; a requirement that a court follow its own and higher court precedents

Front 1768

stated capital

Back 1768

the amount of money received by a corporation upon issuance of its shares, except capital surplus

Front 1769

state of the art

Back 1769

a possible defense in product liability cases when a product was made in accord with the highest level of technology that existed at the time of manufacture

Front 1770

statute

Back 1770

a law passed by the U.S. Congress or a state legislature

Front 1771

Statute of Frauds

Back 1771

the requirement that certain agreements be evinced by a memorandum in writing, and are not provable in court if entirely oral; based on a 1677 statute of the English Parliament and on the Uniform Commercial Code

Front 1772

statute of limitations

Back 1772

a statute setting forth the period during which a lawsuit must be brought after a right to sue arises and after a person knows or should know of his/her right to sue

Front 1773

statute of repose

Back 1773

a statute limiting the seller’s liability to a certain number of years after the product was first sold in general, whether wholesale or retail

Front 1774

statutory period of redemption

Back 1774

a brief, specified time after the foreclosure sale, in which mortgagors are allowed by statute in most states to redeem (recover) the mortgaged property; the mortgagor must pay all of the amounts necessary to redeem under a presage equity of redemption, and also (in most cases) the nonrefundable expenses incurred in the foreclosure sale

Front 1775

stay

Back 1775

court order to stop a proceeding

Front 1776

stock

Back 1776

a term used synonymously with “share”; also, the physical evidence of share ownership, the share certificate; also, the aggregate of corporate shares.

Front 1777

stock option

Back 1777

a right granted to the option holder to purchase stock at a time and price specified in the option

Front 1778

stock split

Back 1778

corporate articles amendment increasing the existing number of authorized shares by dividing the currently issued and outstanding shares

Front 1779

stock subscription

Back 1779

a promise to buy shares of stock at a specified price

Front 1780

stock warrant

Back 1780

a certificate sold to the public and entitling the owner to buy a specified amount of stock at a specified time for a specified price (often equal to the fair market value when the warrant was issued, permitting its holder to benefit from any increase in the stock’s value); similar to options

Front 1781

stockholder

Back 1781

1. one who owns an interest in the corporation through stock ownership 2. persons who own a corporation

Front 1782

stockholders agreement

Back 1782

a closed corporation agreement, or just an agreement between shareholders in a small corporation, defining the rights of all parties

Front 1783

stop-payment order

Back 1783

an order, oral or written, by a depositor (drawer) directing his/her bank (drawee) not to honor a specified check

Front 1784

straight bankruptcy

Back 1784

a Chapter 7 bankruptcy proceeding

Front 1785

straight preferred stock

Back 1785

the usual kind of stock issued with a fixed dividend, paid quarterly, and dividends to be paid before dividends for common shares could be sold

Front 1786

straight voting

Back 1786

the usual manner of election of directors in which each share of stock entitles its holder to cast one vote for as many different directors as there are vacancies being filled. Thus, if there are seven vacancies, the owner of 100 shares may vote 100 shares for each of seven persons.

Front 1787

street certificate

Back 1787

a share certificate that has been transferred in blank, that is, without designating a transferee by name; this certificate may be further transferred by delivery only, without endorsement

Front 1788

strict foreclosure

Back 1788

after default and repossession, the secured party simply retains the collateral in full satisfaction of the debt (instead of selling the collateral and applying the proceeds to the unpaid obligation)

Front 1789

strict liability

Back 1789

a modem common law principle imposing liability (regardless of whether the defendant is at fault) as a matter of public policy

Front 1790

strict product liability

Back 1790

a legal theory permitting a person harmed by a defective product to sue successfully the merchant seller or manufacturer of that product, without proving “fault” or lack of due care if 1. the goods were defective when they left the defendant, 2. the goods were not materially altered after they left the defendant, 3. the goods proximately caused the plaintiff harm, and, 4. in most states, the goods were unreasonably dangerous

Front 1791

strict scrutiny test

Back 1791

requirement that, for legislation to successfully withstand court challenges, it must, among other things, be proven necessary to promote a compelling governmental interest

Front 1792

strike

Back 1792

union action of refusing to work for a particular employer

Front 1793

struck-work clause

Back 1793

a contract clause permitting employees to refuse to perform work which would have been performed by another firm’s employees if those latter employees were not on strike

Front 1794

subject-matter jurisdiction

Back 1794

the authority of a court to decide the issues in a particular case

Front 1795

sublease

Back 1795

a lessee’s lease of his/her leasehold interest to a third person; a sublease is for less than the frill term of the leasehold (if not, it is an assignment rather than a sublease)

Front 1796

subordinated debt instrument

Back 1796

a document providing that a holder’s right to repayment is subordinate to that of other creditors of the debtor

Front 1797

subpoena

Back 1797

a court order requiring a person to appear as a witness, generally, at a deposition or at trial

Front 1798

subpoena duces tecum

Back 1798

a court order requiring a person to appear as a witness and to bring specified documents

Front 1799

subrogation

Back 1799

the right of an insurer, once it has paid the insured for a loss, to proceed against third parties responsible for that loss (exception: no subrogation on life insurance payments); a surety’s or guarantor right to reimbursement from the debtor for any amounts the surety or guarantor must pay the creditor

Front 1800

subscribe

Back 1800

to agree to buy shares of stock at a specified price

Front 1801

subsidiary corporation

Back 1801

a corporation controlled by another corporation, called the “parent corporation”

Front 1802

substantial evidence

Back 1802

evidence that a reasonable person might accept as adequate to support a conclusion

Front 1803

substantial evidence standard

Back 1803

in reviewing agency decisions, the court is to follow the agency’s fact findings as long as there is substantial evidence to support the findings

Front 1804

substantial performance

Back 1804

doctrine that a contract performance slightly deviating from a contract’s terms still entitles the performing party to the contract price, less any damages caused by the slight deviation

Front 1805

substantive law

Back 1805

a body of law defining rights and obligations within a single area, such as contracts or torts

Front 1806

substituted contract

Back 1806

the parties’ agreement to rescind their old contract and replace it with a new contract

Front 1807

subtenant

Back 1807

person to whom a portion of a lease term is transferred

Front 1808

subterranean rights

Back 1808

the exclusive rights of a landowner to oil, minerals, and other substances found beneath his/her land, including reasonable use of percolating (subsurface) waters. (This last right is also often considered a riparian right.)

Front 1809

successor liability

Back 1809

individuals or entities that acquire an interest in a business or in real property may be held liable for personal injury and property or environmental damage resulting from acts (including sale of products) of the previous owner

Front 1810

sue

Back 1810

to begin a lawsuit in a court

Front 1811

suit

Back 1811

a lawsuit

Front 1812

summary judgment

Back 1812

a pretrial judgment on behalf of a civil plaintiff or civil defendant; awarded if the judge decides that (a) there is no genuine issue as to material (potentially determinative) facts, and (b) when the law is applied to these facts, one party is clearly entitled to a judgment in his/her favor. Summary judgment is generally granted or denied in response to a motion for it; it may be awarded on all or just part of a lawsuit.

Front 1813

summary jury trial

Back 1813

a form of alternative dispute resolution (ADR); an abbreviated trial process in which the jury’s verdict is non-binding and is meant as a guide to help parties settle their dispute rather than proceed to a full trial later

Front 1814

summons

Back 1814

a document served on the defendant, along with the complaint, and notifying the defendant that he/she must file an answer or other response to the complaint within a certain time period (e.g., 30 days) or else be subject to a default judgment

Front 1815

sunset law

Back 1815

a statute requiring periodic review of an administrative agency (or other governmental function) and whether it should continue; the legislature must act to “renew” the agency by a certain date or it ceases to exist

Front 1816

super discharge

Back 1816

a type of bankruptcy discharge under Bankruptcy Code Chapter 13 that extinguishes otherwise nondischargeable debts such as claims for fraud, theft, willful and malicious injury, or drunk driving but not spousal or child support

Front 1817

superseding (intervening) cause

Back 1817

a tort of negligence defense based on the lack of either causation in fact or proximate cause forseeabiity; an intervening cause, subsequent to and not resulting from the defendant’s conduct, that breaks the causal connection between the defendant’s acts and the plaintiffs damages

Front 1818

supplementary proceeding

Back 1818

concerning enforcement of judgments, a court proceeding occurring after a judgment has been entered, aimed at determining the extent and whereabouts of the judgment debtor’s money and property

Front 1819

“supremacy” clause

Back 1819

a provision in the U.S. Constitution, Article VI, Section 2, stating that the federal Constitution, laws made in pursuit of the Constitution, and treaties are “the supreme law of the land”

Front 1820

surety

Back 1820

a person who has expressly or implicitly agreed to be liable for another’s debts even if the creditor has not exhausted all remedies for collection; the surety is primarily, not secondarily, liable (as is a guarantor)

Front 1821

surety bond

Back 1821

a bail bond in which a second person promises to pay (guarantees payment) if the defendant fails to appear for trial

Front 1822

surplus

Back 1822

an excess of net assets over stated capital; capital surplus may be used in the calculation of dividends

Front 1823

surviving corporation

Back 1823

in a merger of two corporations, the corporation that maintains its corporate existence is the surviving corporation

Front 1824

survivorship,

Back 1824

right of in certain types of joint ownership (e.g., joint tenancy, tenancy by the entireties), when a co-owner dies his/her interest passes equally to the surviving co-owner(s), who have a right of survivorship

Front 1825

sunset law

Back 1825

a statute requiring periodic review of an administrative agency (or other governmental function) and whether it should continue; the legislature must act to “renew” the agency by a certain date or it ceases to exist

Front 1826

super discharge

Back 1826

a type of bankruptcy discharge under Bankruptcy Code Chapter 13 that extinguishes otherwise nondischargeable debts such as claims for fraud, theft, willful and malicious injury, or drunk driving but not spousal or child support

Front 1827

superseding (intervening) cause

Back 1827

a tort of negligence defense based on the lack of either causation in fact or proximate cause forseeabiity; an intervening cause, subsequent to and not resulting from the defendant’s conduct, that breaks the causal connection between the defendant’s acts and the plaintiffs damages

Front 1828

supplementary proceeding

Back 1828

concerning enforcement of judgments, a court proceeding occurring after a judgment has been entered, aimed at determining the extent and whereabouts of the judgment debtor’s money and property

Front 1829

“supremacy” clause

Back 1829

a provision in the U.S. Constitution, Article VI, Section 2, stating that the federal Constitution, laws made in pursuit of the Constitution, and treaties are “the supreme law of the land”

Front 1830

surety

Back 1830

a person who has expressly or implicitly agreed to be liable for another’s debts even if the creditor has not exhausted all remedies for collection; the surety is primarily, not secondarily, liable (as is a guarantor)

Front 1831

surety bond

Back 1831

a bail bond in which a second person promises to pay (guarantees payment) if the defendant fails to appear for trial

Front 1832

surplus

Back 1832

an excess of net assets over stated capital; capital surplus may be used in the calculation of dividends

Front 1833

surviving corporation

Back 1833

in a merger of two corporations, the corporation that maintains its corporate existence is the surviving corporation

Front 1834

survivorship, right of

Back 1834

in certain types of joint ownership (e.g., joint tenancy, tenancy by the entireties), when a co-owner dies his/her interest passes equally to the surviving co-owner(s), who have a right of survivorship

Front 1835

suspended sentence

Back 1835

a sentence under which a convicted defendant may stay in society under probation and, if the defendant violates terms of that probation, the defendant goes immediately to prison for the duration of the sentence

Front 1836

symbolic speech

Back 1836

nonverbal expressions of beliefs, including gestures, movements, and articles of clothing, strongly (but not absolutely) protected under the U.S. Constitution’s First Amendment (free speech)

Front 1837

sympathy strike

Back 1837

a strike called, not to gain benefits for the strikers, but to assist other workers and/or unions

Front 1838

syndicate

Back 1838

1. an underwriting group in a public offering; each member agrees to purchase a certain number of the securities of the issuer once the offering is declared effective by the Securities and Exchange Commission 2. a combination of individuals or corporations formed to carry out a commercial undertaking, especially one requiring a large capital investment; any group of persons joined together to promote or continue an enterprise

Front 1839

trial

Back 1839

the proceedings before a competent tribunal in which a civil or criminal case is heard and adjudicated

Front 1840

trover

Back 1840

a court action to recover damages for wrongfully converted property

Front 1841

trust

Back 1841

1. a relationship requiring a high degree of loyalty 2. an arrangement whereby property is transferred to a trustee, who administers it for the benefit of another party, the beneficiary. Trusts can be inter vivos (taking effect during the trust creator’s lifetime) or by will (a testamentary trust). In a business trust (one for profit), corporate shareholders have transferred their voting powers to a committee or board that controls the organization.

Front 1842

trustee

Back 1842

1. a person who administers property for the benefit of another party 2. a person occupying a position of trust; a fiduciary . in bankruptcy, a person who acquires title the debtor’s property (the estate) and administers the estate by collecting and liquidating assets, as well as deciding claims; the trustee has numerous powers and is in charge of distributing the estate to creditors

Front 1843

trustee in bankruptcy

Back 1843

the trustee of a debtor’s property in a bankruptcy liquidation who locates and collects the debtor’s property, converts the assets to cash, and distributes the proceeds to creditors who have filed claims against the estate. The trustee represents the debtor’s general unsecured creditors.

Front 1844

trustor

Back 1844

a transferor of property to a trustee for the benefit of a third party. Also called a “settler” or “creator.”

Front 1845

tying arrangement

Back 1845

an agreement requiring the purchase of one product (the tied product) in order to purchase another product (the tying product); often a violation of antitrust laws

Front 1846

ultrahazardous activity

Back 1846

a tort doctrine imposing strict liability for harm caused by activities (e.g., using explosives or toxic substances) that necessarily involve a risk of serious harm

Front 1847

ultra vires

Back 1847

(Latin) “beyond the powers” (of a corporation)

Front 1848

unaccredited investors

Back 1848

investors likely to need protection when making investments.

Front 1849

unauthorized completion

Back 1849

in negotiable instruments law, the completion of an instrument on which the signature of the maker or drawer is genuine or authorized but on which other essential terms, such as the payee and amount, are completed in an unauthorized manner

Front 1850

unauthorized signature

Back 1850

a signature indicating that the signer has authority to bind another person when such is not the case

Front 1851

uncertified security

Back 1851

a security for which no certificate has been issued

Front 1852

uncertified share

Back 1852

a share for which no certificate has been issued, but the ownership is shown on stock books maintained for that purpose by the issuer

Front 1853

unconscionability

Back 1853

gross unfairness in favor of, and brought about because of, the superior position of one of the parties to the contract

Front 1854

unconscionable contract

Back 1854

a grossly unfair contract brought about by the superior position of one of the parties

Front 1855

unconstitutional

Back 1855

legislation, rules, or actions that conflict with the U.S. Constitution or a state constitution

Front 1856

underwriter

Back 1856

one who provides an outlet for the stock of an issuer and who may guarantee to furnish a definite sum of money by a definite date for an issue of bonds or stock;more than just someone whose sole interest in the sale of stock is an ordinary commission, the underwriter acquires securities intending their overall distribution. In insurance law, the insurer.

Front 1857

undisclosed principal

Back 1857

a principal/agency relationship in which neither the fact of agency, nor the identity of the principal, is disclosed to third parties acting in the belief that the agent is the real party in interest

Front 1858

undivided property interest

Back 1858

characteristic of concurrent ownership arrangements (e.g., joint tenancy and tenancy in common), with each cotenant having a simultaneous, proportionate share of the entire property but no separate interest in any particular or identifiable portion of it

Front 1859

undue influence

Back 1859

taking advantage of another by reason of a position of trust in a close or confidential relationship

Front 1860

unenforceable contract

Back 1860

an agreement that, for some legal reason, is not enforceable in a court of law

Front 1861

unfair competition

Back 1861

broadly, an intentional tort encompassing such activities as infringement of intellectual property and interference with contracts or prospective economic advantage; more narrowly, the intentional tort of trying to ‘pass off” goods or services upon the public as if they were the goods or services of another, more reputable business or product; also, usually a crime

Front 1862

unfair labor practice

Back 1862

any activity by a labor union or management that is prohibited by the National Labor Relations Act or an amendment to that act

Front 1863

Uniform Commercial Code

Back 1863

a comprehensive uniform law covering most commercial transactions (e.g., banking, sale of goods)

Front 1864

uniform laws

Back 1864

laws uniformly enacted in several, most, or all states; and designed to eliminate or at least to reduce (a) uncertainty about the law of other states, and (b) differing interpretations and enforcement of the law, An example is the Uniform Commercial Code.

Front 1865

unilateral contract

Back 1865

a contract based on the exchange of a promise by one party for an action of the other

Front 1866

unilateral mistake

Back 1866

a mistake by one of the parties, but not by both parties, to a contract; not grounds for rescission or cancellation

Front 1867

unincorporated association

Back 1867

an association of two or more persons to pursue a common objective. Unlike a partnership or corporation, there is no particular form of organization.

Front 1868

uninsured motorist

Back 1868

insurance insurance for injuries caused by a driver who has no insurance or by a hit-and-run driver

Front 1869

union

Back 1869

a worker association authorized to represent the workers in bargaining with their employers

Front 1870

union authorization card

Back 1870

generally, a card containing a statement that the individual signing it wishes to be represented for purposes of collective bargaining by a certain union

Front 1871

union shop

Back 1871

a business entity that requires (e.g., because of union “rules”) that a worker, in order to remain employed, become a union member within a specified period of time after being hired. Some states outlaw union shops.

Front 1872

United States Attorney

Back 1872

the attorney appointed by the president upon Senate confirmation for a term of four years; reports to the attorney general; he/she is the head prosecutor in a particular federal district court region

Front 1873

United States Code (USC.)

Back 1873

a compilation or codification of all federal statutes

Front 1874

unjust enrichment

Back 1874

a benefit received by chance, mistake, or at someone else’s expense; the doctrine under which one party unfairly receives a benefit and must therefore furnish an equitable remedy to the person who provided the benefit

Front 1875

unlawful boycott

Back 1875

1. see secondary boycott 2. a per se violation of antitrust laws: an agreement among supposed competitors that excludes other businesses from dealing in their product(s)

Front 1876

unliquidated claim

Back 1876

a claim that is not fixed in amount

Front 1877

unliquidated debt

Back 1877

debt about which there is a good faith dispute as to the amount due; an obligation not reduced to a specific amount due

Front 1878

unpaid seller’s lien

Back 1878

the right of an unpaid seller to retain goods sold to an insolvent buyer until those goods are paid for in cash

Front 1879

unprotected speech

Back 1879

speech not protected by the U.S. Constitution’s First Amendment, including fighting words, speech that incites violence or revolution, defamatory speech, and obscenity

Front 1880

unreasonably dangerous

Back 1880

in product liability law, a product that (a) endangers health and safety beyond the expectations of the ordinary consumer or (b) was manufactured even though it was economically feasible to make a less dangerous alternative product

Front 1881

unrestricted indorsement

Back 1881

an indorsement that does not attempt to restrict the rights of the indorsee

Front 1882

unsecured bonds

Back 1882

bonds that have no specific collateral other than the general assets of the company

Front 1883

unsecured credit

Back 1883

credit based solely on the borrower’s pledge to pay

Front 1884

unsecured creditor

Back 1884

a creditor without security for a debt who has only the debtor’s express or implied promise to pay

Front 1885

unsecured debt

Back 1885

debt based solely on the debtor’s promise to pay

Front 1886

upstream guaranty

Back 1886

a guaranty whereby subsidiaries guarantee the parent corporation’s debt or pledge their assets as security for the parent corporation’s debt

Front 1887

usage of trade

Back 1887

a regular practice or method of dealing, observed with such frequency as to become part of the transaction or contract of the parties

Front 1888

useful article doctrine

Back 1888

the principle that pictorial, graphic, and sculptural works, including works of artistic craftsmanship, are copyrightable as to their form but not their mechanical or utilitarian aspects

Front 1889

usury

Back 1889

a charge of interest in excess of the rate allowed by law

Front 1890

utility easement

Back 1890

the specified use of land for utilities

Front 1891

utility patent

Back 1891

a patent that protects any novel, useful, and nonobvious process, machine, manufacture, or composition of matter; or any novel, useful, and nonobvious improvement of such process, machine, manufacture, or composition of matter

Front 1892

valid contract

Back 1892

1. an agreement that meets all of the legal requirements for a contract and is enforceable by either party in a court of law 2. a contract containing all the essential elements

Front 1893

value

Back 1893

under UCC 1-201(44), the performance of legal consideration, the forgiveness of an antecedent debt, the giving of a negotiable instrument, or the making of an irrevocable commitment to a third party

Front 1894

variance

Back 1894

a use different from that provided in a zoning ordinance but allowed in order to avoid undue hardship

Front 1895

vendee

Back 1895

a person to whom something is sold; a buyer

Front 1896

vendor

Back 1896

a person who sells something; a seller

Front 1897

venue

Back 1897

the geographic district (e.g., a county) in which an action is tried and from which jurors are chosen

Front 1898

verbal

Back 1898

in words, oral or written

Front 1899

verbatim

Back 1899

word for word

Front 1900

verdict

Back 1900

the formal decision reached by a jury in a civil or criminal case

Front 1901

vertical agreement (vertical restraint)

Back 1901

an agreement between firms that operate at different levels, of production of distribution

Front 1902

vertical market division

Back 1902

an agreement between a company and a dealer or distributor that prevents the dealer or the distributor from selling outside a certain territory or to a certain class of customer

Front 1903

vertical merger

Back 1903

a merger in which the merged business entities operated the same type of business, but at different levels (e.g., a manufacturer merges with his/her supplier of raw materials); generally permitted under antitrust law

Front 1904

vertical privity

Back 1904

privity among persons up and down, that is, on different levels, of the chain of distribution or consumption

Front 1905

vertically integrated firm

Back 1905

a firm that carries out two or more functional phases (manufacture, distribution, retailing, and so on) of a product

Front 1906

vested

Back 1906

settled; accrued; fixed; definite; more than an expectation based on a contingency; a present right or interest that is or will be definitely enforceable

Front 1907

vested remainder

Back 1907

an unconditional remainder that is a fixed present interest to be enjoyed in the future

Front 1908

vicarious liability

Back 1908

responsibility for another party’s actions because of the relationship between the two parties (the acting party and the vicariously liable party). Respondeat superior is the most important type of vicarious liability.

Front 1909

“victimless” crime

Back 1909

a crime sometimes considered to have no specific victims, just society as a whole (e.g., prostitution, gambling)

Front 1910

view easement

Back 1910

an easement holder’s interest in another’s real property—the holder is guaranteed that the landowner will not obstruct the holder’s view by making changes to the property

Front 1911

virtual property

Back 1911

property that, in the context of cyberspace, is conceptual, as opposed to physical; intellectual property that exists on the Internet is virtual property

Front 1912

void

Back 1912

of no legal effect from the very beginning; not even susceptible to ratification

Front 1913

void contract

Back 1913

an agreement having no legal force or effect; null from the very beginning

Front 1914

voidable

Back 1914

capable of being made void; a voidable thing may have some validity until an
appropriate action is taken declaring the thing to be void

Front 1915

voidable contract

Back 1915

an agreement subject to being declared of no legal effect as a result of action (e.g., nullification, a lawsuit) by one of the parties

Front 1916

voidable title

Back 1916

a title received by a buyer subject to cancellation by the seller

Front 1917

trade name

Back 1917

a name that, while it may act as a trademark or service mark, is used in business and generally serves to designate the business entity itself

Front 1918

Trade-related intellectual property issues (TRTPS)

Back 1918

provisions in international agreements that affect patent, copyright, and trademark maintenance, protection, and prosecution

Front 1919

trade secret

Back 1919

any formula, process, or method of operation used in the production of goods or services, needed by an employee to perform his/her job, and meant to be held in the employee’s confidence

Front 1920

trademark

Back 1920

a distinctive symbol, word, letter, number, picture, or a combination thereof adopted and used by a merchant or manufacturer to identity his/her goods (e.g., in the minds of consumers and potential consumers)

Front 1921

traditional shelf offerings

Back 1921

the registration of 1. securities offered pursuant to employee benefit plans; 2. securities offered or sold pursuant to dividend or interest reinvestment plans; 3. warrants, rights, or securities to be issued upon conversion of other outstanding securities; 4. mortgage-related securities; and 5. securities issued in connection with business combination transactions.

Front 1922

transactional immunity

Back 1922

the prohibition from prosecution granted a witness that relates to any matter discussed in that person’s testimony

Front 1923

transferee

Back 1923

the party to whom an instrument or other property or right has been transferred

Front 1924

transferor

Back 1924

the party who has transferred to another an instrument or other property or right

Front 1925

transit check

Back 1925

in bank deposit and collection, a check deposited in one bank but
payable at or through another bank

Front 1926

traveler’s check

Back 1926

similar to a cashier’s check (the same bank is both drawer and drawee); a negotiable instrument signed by the purchaser when obtained from the bank and later used as cash upon a second signature (indorsement) by the purchaser

Front 1927

treason

Back 1927

the only crime defined in the U.S. Constitution: ‘treason against the United States shall consist only in levying war against them, or in adhering to their enemies, giving them aid and comfort” (Article III, Section 3)

Front 1928

treasure trove rule

Back 1928

a common law principle, followed in most states, that a nontrespassing finder has title to money or other treasure buried for so long a time that it is unlikely a prior owner will return. (Otherwise, the landowner usually has the rightful claim.)

Front 1929

treasury stock

Back 1929

shares issued and later repurchased by a corporation

Front 1930

treaty

Back 1930

an agreement between or among independent nations

Front 1931

treble damages

Back 1931

three times the actual loss; in antitrust law and some other subject areas, a winning plaintiff may be entitled to a treble damages award

Front 1932

trespass

Back 1932

any wrongful encroachment on, or other offense against, real or personal property

Front 1933

trespass to chattels

Back 1933

when personal property is interfered with but not taken, destroyed, or substantially altered (i.e., not converted), also called trespass to personal property

Front 1934

trespass to personal property

Back 1934

the intentional tort (and often a crime: e.g., conversion or criminal trespass) of unjustifiably interfering with the plaintiffs possessory interest (e.g., use) in personal property; not generally as serious as the intentional tort of conversion

Front 1935

trespass to real property

Back 1935

the intentional tort (and usually a crime) of unauthorized entry onto, above, or below the surface of the plaintiffs land, either by a person or by something the person caused to enter the land; also occurs when presence on the plaintiffs land becomes unauthorized, but continues

Front 1936

time instrument

Back 1936

in negotiable instruments law, an instrument calling for future (other than demand) payment

Front 1937

time-price doctrine

Back 1937

principle of law permitting sellers to have different prices for cash sales and credit sales

Front 1938

time-sharing

Back 1938

the right to use a certain property for a specific period of time each year

Front 1939

tip

Back 1939

the disclosure of a fact to an individual (a tippee) and withheld from the general public

Front 1940

tippee

Back 1940

a person who receives special information about corporate affairs from an insider so that he/she may invest in its securities

Front 1941

tipper

Back 1941

people who give out material information about a security that could be used for insider trading

Front 1942

title

Back 1942

1. a section of a code devoted to a single subject matter 2. legal, formal ownership rights—broadly, the right to possess, control, and benefit from property; other types of title (ownership) are more limited in scope

Front 1943

title closing (settlement)

Back 1943

performance of a real estate contract in which the seller of property conveys the property by delivering a deed to the buyer and the buyer pays the purchase price

Front 1944

title insurance

Back 1944

insurance against defects in title to real property

Front 1945

title search

Back 1945

1. examination of public records to determine if title to real property is clear 2. tracing a chain of grantors and grantees of a property

Front 1946

tombstone advertisement

Back 1946

a limited informational notice of anticipation concerning an issuance of securities

Front 1947

tort

Back 1947

a private wrong against a person or his/her property. Aside from certain limited circumstances, all torts arise from either an intentional, wrongful action or a negligent action.

Front 1948

tortfeasor

Back 1948

a person who commits a tort

Front 1949

total-activity test

Back 1949

a test used to determine where a company engaged in multistate operations is domiciled, it considers all aspects of the corporate entity, including the nature and scope of the company’s activities

Front 1950

Totten trust

Back 1950

a special trust consisting of a bank account controlled by the trust’s creator, who is also the trustee; the trust is revocable (the trustee may withdraw the funds), but any funds on deposit when the trustee dies automatically pass to the trust’s beneficiary

Front 1951

trade acceptance

Back 1951

draft drawn by a seller of goods and presented to the buyer for his/her signature (acceptance)—its signing effectively makes the instrument a note receivable of the seller and a note payable of the buyer

Front 1952

trade association

Back 1952

subject to antitrust laws, an organized group of competitors pursuing a common interest, such as dissemination of information, advertising campaigns, and codes of conduct

Front 1953

trade dress

Back 1953

the image and overall appearance of a product (e.g., the distinctive decor, menu, layout, and style of service of a particular restaurant), subject to the same protection as trademarks

Front 1954

trade fixture

Back 1954

a fixture placed on leased premises by a tenant for use in his/her business; unlike the situation with other fixtures, the tenant can continue to treat a trade fixture as personal property

Front 1955

tenancy in partnership

Back 1955

type of joint ownership that determines partners’ rights in specific partnership property

Front 1956

tenant

Back 1956

1. a person with a right to possess, and/or actual possession of, real property without having title (ownership); a lessee of real property 2. a co-owner of property owned by more than one person

Front 1957

tender

Back 1957

to proffer or make available

Front 1958

tender of delivery

Back 1958

to offer or make available goods conforming to a contract of sale

Front 1959

tender of performance

Back 1959

in contract law, actual performance of the contract or an offer of performance coupled with the manifested present ability to do so

Front 1960

tender offer

Back 1960

a corporate takeover bid; a general invitation from the bidding party to all shareholders of the targeted corporation that they sell their shares to the bidding party at a specified price;

Front 1961

tenure

Back 1961

1. a right, term, or manner of holding land in subordination to a superior 2. the status afforded academic professionals and others as a protection against summary dismissal without sufficient cause 3. generally, the legal protection of a long-term relationship (e.g., employment

Front 1962

termination

Back 1962

in sales contracts, an event occurring when either party pursuant to a power created by an agreement or law puts an end to the contract otherwise than for its breach

Front 1963

termination statement

Back 1963

in secured transactions, a statement filed in an appropriate public office indicating that a financing arrangement has been terminated

Front 1964

testamentary gift

Back 1964

a gift specified in a will, but effective (property is transferred) only upon death; hence, as with the will itself, this gift is revocable until death of the testator

Front 1965

testamentary trust

Back 1965

a trust established according to the terms of a will

Front 1966

testator

Back 1966

a man who has executed a will

Front 1967

testatrix

Back 1967

a woman who has executed a will

Front 1968

testimony

Back 1968

a witness’s evidence, at trial or a deposition, given under oath (generally, by answering questions that lawyers have posed)

Front 1969

theft

Back 1969

the unlawful taking of a person’s property without the use of force and with the intent of permanently depriving the person of the property

Front 1970

theft of services

Back 1970

obtaining or attempting to obtain services without paying for them

Front 1971

theft of trade secrets

Back 1971

the unlawful acquisition of information vital to a business (e.g., stealing confidential information)

Front 1972

third party

Back 1972

in contract law, anyone other than the contracting parties who may be affected by or have rights under the contract; generally, anyone other than the parties

Front 1973

third-party beneficiary

Back 1973

a person, not a party to a contract, who receives a benefit from the contractual promise

Front 1974

third-party claim

Back 1974

a claim bringing a third party into an existing lawsuit; for example, A has sued B, who files a third-party claim against C for all or part of the damages A claims from B

Front 1975

time draft

Back 1975

in negotiable instruments law, a draft payable at some fixed or determinable future time

Front 1976

syndicated loan

Back 1976

lenders have concurrent direct obligations with the borrower to make a loan, typically on a pro rata basis, with a lead lender serving as agent for all the lenders in disbursing the funds, collecting payments of interest and principal, and administering/enforcing the loan

Front 1977

tacking

Back 1977

adding periods of occupancy by various owners to determine if title has been obtained by adverse possession

Front 1978

takeover

Back 1978

acquiring control of a corporation through a merger, consolidation, or purchase of a substantial number of voting shares or the assets of a corporation

Front 1979

taking

Back 1979

the government’s taking of private property for public use. Under the U.S. Constitution’s Fifth Amendment, the government may not take private property for public use without “just compensation.”

Front 1980

tangible personal property

Back 1980

personal property that may be physically possessed

Front 1981

target corporation

Back 1981

a corporation to whose shareholders a tender offer is submitted or that otherwise is the target of a corporate takeover

Front 1982

technology licensing

Back 1982

allowing others to use and profit from intellectual property (e.g., patents, copyrights, trademarks, and innovative products or processes) for consideration. In international business transactions, technology licensing is sometimes an attractive alternative to establishing foreign production facilities.

Front 1983

teller’s check

Back 1983

a draft drawn by a bank on another bank or payable at or through a bank

Front 1984

temporary insiders

Back 1984

outside attorneys, accountants, consultants, or investment bankers who are not directly employed by a corporation but who acquire confidential information through performance of professional services

Front 1985

temporary restraining order

Back 1985

a person is ordered for a temporary time to refrain from an activity

Front 1986

tenancy

Back 1986

1. the right to possess, and/or actual possession of, real property (a lease) without having title (ownership) 2. a form of co-ownership of property. See also joint and periodic tenancy.

Front 1987

tenancy at sufferance

Back 1987

(lease) tenancy continuing after a lease has expired, with most states holding that the leasehold implicitly becomes a periodic tenancy.

Front 1988

tenancy at will

Back 1988

(lease) tenancy which either lessor or lessee may end at any time, although most states require a termination notice

Front 1989

tenancy by the entirety

Back 1989

(co-ownership) no longer recognized in many states, tenancy held by a married couple; similar to a joint tenancy with a right of survivorship and the four unities (owners received their interest at the same time, from the same source and in equal interests (e.g., amounts), with each having a right to possess the whol&); however, unlike a joint tenancy, can be terminated only by death, divorce, or agreement by both owners

Front 1990

tenancy for years

Back 1990

tenancy for a fixed period

Front 1991

tenancy from period to period

Back 1991

a nonfreehold estate created by a lease that does not specify length of time but states that rent is to be paid at certain intervals

Front 1992

tenancy in common

Back 1992

(co-ownership) tenancy in which each of two or more co-owners has a right to possess the whole; the three other unities (same time, same source, equal interests) are not required, and there is no right of survivorship (interests pass to one’s heirs); if unclear, a conveyance to two or more persons is treated as creating this tenancy, not a joint tenancy

Front 1993

voir dire

Back 1993

a jury selection process in which the judge and/or the attorneys for both sides question prospective jurors; the information provided may be used to determine whether persons can be kept off the panel “for cause” (e.g., bias) and whether a peremptory challenge (rejecting a potential juror without offering a reason) should be exercised

Front 1994

voluntary

Back 1994

resulting from free choice; especially in statutes, often implying knowledge of essential facts

Front 1995

voluntary bankruptcy

Back 1995

proceedings initiated by the debtor under Chapter 7, 9, 11, or 13 of the Bankruptcy Code

Front 1996

voluntary intoxication

Back 1996

Generally, not a defense to crimes or torts

Front 1997

voting agreement

Back 1997

pursuant to an agreement that must be in writing and on file with the corporation, an arrangement by which certain shareholders agree to vote their shares as a block (it may create a voting trust)

Front 1998

voting trust

Back 1998

a combination of shareholders accomplished through transfer of shares to a voting trustee for the limited purpose of voting on matters to come before a shareholders’ meeting

Front 1999

voting trustee

Back 1999

the person to whom shares are transferred, pursuant to the creation of a voting trust, in order to be voted together pursuant to a voting agreement

Front 2000

voucher

Back 2000

a receipt

Front 2001

wage assignment

Back 2001

an employee’s assignment to a creditor of a set amount of the employee’s wages so that this amount is transferred to the creditor before the wages are paid to the employee

Front 2002

waiting period

Back 2002

the period between the filing of the registration statement and the date the registration statement becomes effective with the SEC, also called the quiet period

Front 2003

waive

Back 2003

to refrain from exercising certain rights

Front 2004

waiver

Back 2004

voluntary relinquishment of one or more of a person’s known rights (e.g., rights in a contract). A written waiver does not require consideration; other waivers may.

Front 2005

ward

Back 2005

a legal infant or insane person that the law has placed under the care of a guardian

Front 2006

warehouse receipt

Back 2006

1. a form issued by a bailee for the storage of personal property 2. a
receipt issued by a person storing goods

Front 2007

warehouseman

Back 2007

a person engaged in the business of receiving and storing goods for hire (UCC Article 7)

Front 2008

warehouser

Back 2008

a storer of goods for compensation

Front 2009

warrant

Back 2009

court order, such as a search or arrest warrant;

Front 2010

warranty

Back 2010

a guarantee.

Front 2011

warranty against infringement

Back 2011

a merchant seller’s warranty that goods will be delivered free of any third-party claim of intellectual property infringement

Front 2012

warranty deed

Back 2012

a deed in which the grantor warrants good, clear title to the grantee. The usual covenants are possession, quiet enjoyment, right to convey, freedom from encumbrances, and defense of title as to all claims.

Front 2013

warranty disclaimer

Back 2013

a contract term that limits, modifies, or excludes a warranty liability

Front 2014

warranty liability

Back 2014

a warranty applied to (with liability for its breach) those persons who transfer an instrument or receive payment or acceptance

Front 2015

warranty of fitness

Back 2015

an implied warranty that goods being sold are fit for the buyer’s use or purpose

Front 2016

warranty of habitability

Back 2016

the landlord’s implied promise that a property is fit for human habitation and free of hazardous conditions

Front 2017

warranty of merchantability

Back 2017

an implied warranty that goods being sold are fit for the ordinary purpose for which goods of that class or kind are sold

Front 2018

warranty of title

Back 2018

a guarantee that one has conveyed a right to ownership (good title) without any lien

Front 2019

warranty on transfer

Back 2019

a warranty made by any person who transfers a negotiable instrument and receives consideration; it covers title, signature genuineness, and authorization, lack of material alteration, lack of knowledge of insolvency proceedings (against maker, acceptor or—for unaccepted drafts—drawer), and lack of good defenses against the transferor (the last one can be qualified); it is given to the immediate transferee and, if the transfer is by indorsement, any subsequent holder who takes the instrument in good faith

Front 2020

waste property

Back 2020

damage beyond ordinary wear and tear by a person in rightful possession of the property; the damage harms another with an interest in the property (e.g., a landlord, a co-owner)

Front 2021

watered stock

Back 2021

stock issued without consideration or for cash, property, or services less than par value

Front 2022

whistleblowing

Back 2022

an employee’s disclosure to government or the press that his/her employer is engaged in dangerous, illegal, or improper activities

Front 2023

white-collar crime

Back 2023

a nonviolent crime, perpetrated by a person in a position of trust, against a business or government

Front 2024

white knight

Back 2024

a favorite to take over a corporation (e.g., an outside business that management favors as opposed to another business attempting a hostile takeover)

Front 2025

wildcat strike

Back 2025

a strike by union members that the union has not authorized

Front 2026

will

Back 2026

an instrument, executed by a testator/testatrix according to the formalities required by state statute, setting forth how that person’s estate is to be distributed after his/her death

Front 2027

willful

Back 2027

knowing or conscious

Front 2028

winding up

Back 2028

1. action by the corporation, after dissolution, to liquidate assets and distribute the proceeds—first, to creditors; second, to preferred shareholders (if any); finally to common shareholders 2. in partnership law, the liquidation and termination process for a dissolved partnership.

Front 2029

wire fraud

Back 2029

a scheme intended to defraud or to obtain money or property by fraudulent means through the use of telephone systems

Front 2030

with cause

Back 2030

having good legal reason to do something; for example, to discipline or terminate an employee with just cause

Front 2031

without cause

Back 2031

without legal reason to do something; for example, to terminate or suspend an employee unlawfully

Front 2032

without reserve

Back 2032

the stipulation that an auctioneer may not withdraw goods from the auction

Front 2033

work letter agreement

Back 2033

an agreement between a tenant and a landlord, often an exhibit to a lease, that covers issues concerning the tenant’s improvements to a rented space

Front 2034

work made for hire

Back 2034

a copyrightable work that 1. an employee created within the scope of his/her employment 2. is in one of nine listed categories and is specially commissioned through a signed writing stating that the work is a work made for hire

Front 2035

work made for hire

Back 2035

a copyrightable work that 1. an employee created within the scope of his/her employment 2. is in one of nine listed categories and is specially commissioned through a signed writing stating that the work is a work made for hire

Front 2036

workers’ compensation statute

Back 2036

a law, found in all states, requiring many types of employees to relinquish their right to sue their employers for accidental death, injury, or disease arising from or during the course of their employment; in exchange, the employees gain the right to receive financial benefits (according to a statutory schedule of amounts) regardless of fault

Front 2037

working capital

Back 2037

a business firm’s investment in current assets, such as cash, accounts receivable, inventory, materials, and supplies ordinarily required in day-to-day operations;
working capital should meet current expenses and such contingencies as often occur

Front 2038

workout

Back 2038

a common law or bankruptcy out-of-court negotiation in which the debtor enters into an agreement with one or more creditors for a payment plan to discharge
the debtor’s debt

Front 2039

writ

Back 2039

a written court order requiring the performance of an act or giving authority to have it done

Front 2040

writ of execution

Back 2040

after a judgment against the debtor, a court order that a sheriff or other authorized official seize and sell the debtor’s nonexempt property

Front 2041

wrongful dishonor

Back 2041

dishonoring, by a bank, of a customer’s check without good cause (e.g., insufficient funds, improper or missing endorsements)

Front 2042

yellow dog contract

Back 2042

an unlawful agreement in which the employee, as a condition of employment, agrees not to join or remain a member of a union

Front 2043

zero sum negotiations

Back 2043

negotiations in which the only issue is the distribution of the fixed pie, also called distributive negotiations

Front 2044

zone of danger

Back 2044

the area in which an individual is physically close enough to an accident victim as to also be in personal danger and, therefore, also owed a duty of care by
the defendant

Front 2045

zoning

Back 2045

legislative action, usually at the municipal level, regulating the use of real property, including the types of construction permitted within different zoning districts