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72 Cards in this Set
- Front
- Back
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a type of contract that arises when a promise is given in exchange for a return promise
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bilateral contract
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an agreement that can be enforced in court; formed by two or more parties, each of whom agrees to perform or to refrain from performing some act now or in the future
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contract
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a formal agreement in which the seal is a substitute for consideration. A court will not invalidate a contract under seal for lack of consideration
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contract under seal
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a contract that has been completely performed by both parties
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executed contract
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a contract that has not as yet been fully performed
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Executory contract
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a contract in which the terms of the agreement are fully and explicitly stated in words, oral, or written
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Express contract:
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a contract that by law requires a specific form, such as being executed under seal, to be valid
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Formal contract:
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a person to whom an offer is made
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Offeree:
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a person who makes an offer
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Offeror:
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a person to whom a promise is made
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Promisee:
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an expression describing the extent of liability on a contract implied in law (quasi contract). An equitable doctrine based on the concept that one who benefits from another’s labor and material should not be unjustly enriched thereby but should be required to pay a reasonable amount for the benefits received, even absent a contract.
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Quantum meruit:
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a valid contract rendered unenforceable by some statute or law
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Unenforceable contract:
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a contract that results when an offer can only be accepted by the offeree’s performance
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Unilateral contract:
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a contract having no legal force or binding effect
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Void contract:
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a contract that may be legally avoided (canceled, or annulled) at the option of one of the parties
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Voidable contract:
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the offeree’s notification to the offeror that the offeree agrees to be bound by the terms of the offeror’s proposal. Although historically the terms of acceptance had to be the mirror image of the terms of the offer, the UCC provides that even modified terms of the offer in a definite expression of acceptance constitute a contract
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Acceptance:
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an offeree’s response to an offer in which the offeree rejects the original offer and at the same time makes a new offer
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Counteroffer:
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a common law rule that requires, for a valid contractual agreement, that the terms of the offeree’s acceptance adhere exactly to the terms of the offeror’s offer
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Mirror image rule:
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a promise or commitment to perform or refrain from performing some specified act in the future
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Offer:
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a contract under which the offeror can’t revoke his or her offer for a stipulated time period and the offeree can accept or reject the offer during this period without fear that the offer will be made to another person. The offeree must give consideration for the option (the irrevocable offer) to be enforceable.
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Option contract:
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a doctrine that applies when a promisor makes a clear and definite promise on which the promise justifiably relies; such a promise is binding if justice will be better served by the enforcement of the promise
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Promissory estoppel:
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an agreement for payment (or other performance) between two parties, one of whom has a right of action against the other. After the payment has a right of action against the other.
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Accord and satisfaction:
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generally, the value given in return for a promise or a performance. The consideration, which must be present to make the contract legally binding, must be something of legally sufficient value and bargained for
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Consideration:
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the act of refraining from an action that one has a legal right to undertake
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Forbearance:
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a remedy whereby a contract is canceled and the parties are returned to the positions they occupied before the contract was made; may be effected through the mutual consent of the parties, by their conduct, or by court decree
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Rescission:
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the age at which an individual is considered legally capable of conducting himself or herself responsibly. A person of this age is entitled to the full rights of citizenship, including the right to vote in elections. In contract law, one who is no longer an infant and can no longer disaffirm a contract.
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Age of majority
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state or local laws that prohibit the performance of certain types of commercial activities on Sunday
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blue laws
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Contractual capacity: the threshold mental capacity required by the law for a party who enters into a contract to be bound by that contract
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Contractual capacity:
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the legal avoidance, or setting aside, of a contractual obligation
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Disaffirmance:
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in regard to minors, the act of being freed from parental control; occurs when a child’s parent or legal guardian relinquishes the legal right to exercise control over the child. Normally, a minor who leaves home to support him/.herself is considered emancipated
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Emancipation:
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at equal fault
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In pari delicto:
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necessities required for life, such as food, shelter, clothing, and medical attention; may include whatever is believed to be necessary to maintain a person’s standard of living or financial and social status
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Necessaries:
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the act of accepting and giving legal force to an obligation that previously was not enforceable
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Ratification:
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a contract/clause that is void on the basis of public policy because one p[arty, as a result of his/her disproportionate bargaining power, is forced to accept terms that are unfairly burdensome and that unfairly benefit the dominating party
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Unconscionable:
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a false statement of fact or an act made in good faith that deceives and causes harm or injury to another
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Innocent misrepresentation:
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any manifestation through words or conduct that amounts to an untrue statement of fact made in circumstances in which a reasonable and prudent person would not have done (or failed to do) that which led to the misrepresentation. A representation made with an honest belief in its truth may still be negligent due to (1) a lack of reasonable care in ascertaining the facts (2) the manner of expression or (3) the absence of the skill or competence required by a particular business or profession
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Negligent misrepresentation:
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a secondary promise that is ancillary (subsidiary) to a principal transaction or primary contractual relationship, such a s a promise made by one person to pay the debts of another if the latter fails to perform. A collateral promise normally must be in writing to be enforceable
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Collateral promise:
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a substantive rule of contracts under which a court will not receive into evidence the parties’ prior negotiations, prior agreements, or contemporaneous oral agreements if that evidence contradicts or varies the terms of the parties; written contract
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Parol evidence rule:
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a state statute under which certain types of contracts must be in writing to be enforceable
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Statute of Frauds:
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an assertion or action by a party indicating that he or she will not perform an obligation that the party is contractually obligated to perform at a future time
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Anticipatory repudiation:
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the failure, without legal excuse, of a promisor to perform the obligations of a contract
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Breach of contract:
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a doctrine which a seller may be excused from performing a contract when (1) a contingency occurs (2) the contingency’s occurrence makes performance impracticable and (3)) the nonoccurrence of the contingency was a basic assumption on which the contract was made. Despite the fact that UCC expressly frees only sellers under this doctrine, courts have no distinguished between buyers and sellers in apply it
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Commercial impracticability:
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conditions in a contract that must occur or be performed at the same time; they are mutually dependent. No obligations arise until these conditions are simultaneously performed
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Concurrent conditions:
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a condition in a contract that must be met before a party’s promise becomes absolute
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Condition precedent:
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a condition in a contract that operates to terminate a party’s absolute promise to perform
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Condition subsequent:
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the termination of an obligation. (1) in contract law, discharge occurs when the parties have fully performed their contractual obligations or when events, conduct of the parties, or operation of the law releases the parties from performance. (2) in bankruptcy proceedings, the extinction of the debtor’s dischargeable debts
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Discharge:
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the release of a debtor from all debts that are provable, except those specifically excepted from discharge by statute
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Discharge in bankruptcy:
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a doctrine under which a party to a contract is relieved of his or her duty to perform when performance becomes impossible or totally impracticable (through no fault of either party)
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Impossibility of performance:
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an agreement between the parties to cancel their contract, releasing the parties from further obligations under the contract. The object of the agreement is to restore the parties to the positions they would have occupied had no contract ever been formed
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Mutual rescission:
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the substitution, by agreement, of a new contract for an old one, with the rights under the old one being terminated. Typically, there is a substitution of a new person who is responsible for the contract the removal of an original party’s rights and duties under the contract.
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Novation:
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prior conduct between parties to a contract that establishes a common basis for their understanding
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Course of dealing:
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an offer (by a merchant) that is irrevocable witout consideration for a priod of time (not longer than three moths). A firm offer by a merchant must be in writing and must be signed by the offeror
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(Merchant’s) firm offer:
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a person who acquires the right to the possession and use of another’s property in exchange for rental payments
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Lessee:
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a person who sells the right to the possession and use a property to another in exchange for rental payments
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Lessor:
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a person who is engaged in the purchase and sale of goods. Under the UCC, a person who deals in goods of the kind involved in the sales contract
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Merchant:
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an agreement in which a seller agrees to sell and a buyer agrees to buy all or up to a stated amount of what the seller produces
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Output contract:
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an agreement in which a buyer agrees to purchase and the seller agrees to sell all or up to a stated amount of what the buyers needs or requires
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Requirements contract:
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a contract for the sale of goods under which the ownership of goods is transferred from a seller to a buyer for a price
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Sales contract:
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property that has physical existence and can be distinguished by the senses of touch, sight, and so on. A car is tangible property; a patent right is intangible property
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Tangible (personal) property:
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any practice or method of dealing having such regularity of observance in a place, vocation, or trade as to justify an expectation that it will be observed with respect to the transaction in question
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Usage of trade:
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a contract in which the seller is required to ship the goods by carrier and deliver them at a particular destination. The seller assumes liability for any losses or damage to the goods until they are tendered at the destination specified in the contract
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Destination contract:
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paper exchanged in the regular course of business that evidences the right to possession of goods (for example, a bill of lading or a warehouse receipt)
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Document of title:
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goods that are alike by physical nature, by agreement or by trade usage. Examples of fungible goods are wheat, oil, and wine that are identical in type and quality
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Fungible goods:
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a purchaser who buys without notice of any circumstance that would put a person of ordinary prudence on inquiry as to whether the seller has valid title to the goods being sold
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Good faith purchaser:
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in a sale of goods, the express designation of the specific goods provided for in the contract
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Identification:
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an interest either in a person’s life or well-being or in property that is sufficiently substantial that insuring against injury to (or the death of) the person or against damage to the property does not amount to a mere wagering (betting) contract
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Insurable interest:
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a contract in which the seller is required to ship the goods by carrier. The buyer assumes liability for any losses or damage to the goods after they are delivered to the carrier. Generally, all contracts are assumed to be shipment contracts if nothing to the contrary is stated in the contract
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Shipment contract:
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a seller's/lessor's oral or written promise, ancillary to an underline sales or lease agreement, as to the quality, description or performance of the goods being sold or leased
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express warranty
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a warranty that the law derives by implication or inference from the nature of the trasnaction or the relative ssituation or circumstances of the parties
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implied warranty
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a warranty that goods sold or leased are fit for a particular purpose. The warranty arises when any sellor or lessor knows the particular purpose for which a buyer or lessee wil use the goods and knows that the buyer or lessee is relying on the skill and judgment ofthe seller or lessor to select suitable goods
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implied warranty of fitness for a particular purpose
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a warranty that goods being sold or leased are reasonably fit for the ordinary purpose for which they are sold or leased, are properly packaged and labeled, and are of fair quality. the warranty authomtically arises in every sale or lease of goods made b y a merchant who deals in goods of the kind sold or leased
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implied warranty of mechantability
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the legal liabiltiyu of manufactureres, sellers, and lessors of goods to consumers, users, and bystanders for injuries or damages that are caused by the goods
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strict product liability
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