Business Law Final

Front 1

party owing a duty under original contract

Back 1

obligor

Front 2

party to whom a contractual duty of performance is owed

Back 2

obligee

Front 3

voluntary transfer to a third party of the rights arising from a contract

Back 3

assignment of rights

Front 4

party making an assignment

Back 4

assignor

Front 5

party to whom contractual rights are assigned

Back 5

assignee

Front 6

transfer to a third party of a contractual obligation

Back 6

delegation of duty

Front 7

party delegating his duty to a third party

Back 7

delegator

Front 8

third party to whom the delegator's duty is delegated

Back 8

delegatee

Front 9

when the assignee gives consideration, the assignor may not revoke the assignment without the assignee's consent

Back 9

revocability of assignment

Front 10

transfer of a portion of contractual rights to one or more assignees

Back 10

partial assignment

Front 11

assignee stands in the shoes of the assignor

Back 11

rights of assignee

Front 12

claim by obligor against assignor arising out of an entirely seperate transaction

Back 12

setoff

Front 13

obligation imposed by law upon the transferor of property or contract rights

Back 13

implied warranty

Front 14

explicitly made contractual promise regarding the property or contract rights transferred

Back 14

express warranty

Front 15

the majority rule is that the first assignee in point of time prevails over later assignees; minority rule is that the first assignee to notify the obligor prevails

Back 15

successive assignments

Front 16

transfer to a third party of a contractual obligation

Back 16

delegation of duties

Front 17

delegatee agrees to perform the contractual obligation of the delegator

Back 17

assumes

Front 18

delegator is still bound to perform original duties

Back 18

delegation

Front 19

contract, to which the promisee is a party, substituting a new promisor for an existing promisor, who is consequently no longer liable on the original contract and is not liable as a delegator

Back 19

novation

Front 20

contract in which one party promises to render a performance to a third person

Back 20

third party beneficiary contract

Front 21

third party intended by the two contracting parties to receive a benefit from their contract

Back 21

intended beneficiary

Front 22

third party whom the two parties to a contract have no intention of benefitting by their contract

Back 22

incidental beneficiary

Front 23

a third party intended to receive a benefit from the contract as a gift

Back 23

donee beneficiary

Front 24

a third person intended to receive a benefit from the agreement to satisfy a legal duty owed to them

Back 24

creditor beneficiary

Front 25

an uncertain event that affects the duty of performance

Back 25

condition

Front 26

performance is explicitly made contingent on the happening or non-happening of a stated event

Back 26

express condition

Front 27

express condition making performance contingent upon one party's approval of the other's performance

Back 27

satisfaction

Front 28

approval based upon a party's honestly held opinion

Back 28

subjective satisfaction

Front 29

approval based upon whether a reasonable person would be satisfied

Back 29

objective satisfaction

Front 30

contingency understood but not expressed by the parties

Back 30

implied in-fact condition

Front 31

contingency that arises from operation of law

Back 31

implied in-law condition

Front 32

performance by the parties is to occur simultaneously

Back 32

cocurrent conditions

Front 33

an event that must or must not occur before performance is due

Back 33

condition precedent

Front 34

an event that terminates a duty of performance

Back 34

condition subsequent

Front 35

termination of a contractual duty

Back 35

discharge

Front 36

fulfillment of a contractual obligation

Back 36

performance

Front 37

offer of performance

Back 37

tender

Front 38

wrongful failure to perform the terms of contract

Back 38

breach

Front 39

nonperformance that significantly impairs the aggrieved party's rights under the contract; discharges the injured party from any further duty under the contract

Back 39

material breach

Front 40

one party's substantial interference with or prevention of performance by the other constitutes a material breach and discharges the other party to the contract

Back 40

prevention of performance

Front 41

standard under the UCC that performance must comply strictly with contractual duties and that any deviation discharges the injured party

Back 41

perfect tender rule

Front 42

performance that is incomplete but does not defeat the purpose of the contract; doe not discharge the injured party but entitles him to damages

Back 42

substantial performance

Front 43

breach of a contract before performance is due by a party announcing that he will not perform or by committing an act that makes it impossible to perform; it is treated as a breach, allowing the non-repudiating party to bring suit immediately

Back 43

anticipatory repudiation

Front 44

a material and fraudulent alteration of a written contract by a party to the contract discharges the entire contract

Back 44

material alteration

Front 45

agreement of the parties to terminate their contractual duties

Back 45

mutual rescission

Front 46

a new contract accepted in satisfaction of the parties' duties under the original contract

Back 46

substituted contract

Front 47

substituted performance and the discharge of the prior contractual obligation by performance of the new duty

Back 47

accord and satisfation

Front 48

substituted contract involving a new third party promisor or promisee

Back 48

novation

Front 49

the promisor-but not all promisors- cannot perform; does not discharge the promisor

Back 49

subjective impossibility

Front 50

if performance becomes illegal or impractical as a result of a change in the law, the duty of performance is discharged

Back 50

subsequent illegality

Front 51

principal purpose of a contract cannot be fulfilled because of subsequent events

Back 51

frustration of purpose

Front 52

where performance can be accomplished only under unforeseen and unjust hardship, the contract is discharged under the Code and the Restatement

Back 52

commercial impracticability

Front 53

discharge available to a debtor who obtains an order of discharge by the bankruptcy court

Back 53

bankruptcy

Front 54

after the statute of limitations has run, the debt is not discharged, but the creditor cannot maintain an action against the debtor

Back 54

statute of limitations

Front 55

contract damages placing the injured party in a position as good as the one he would have held had the other party performed; equals loss of value minus loss avoided by injured party plus incidental damages plus consequential damages

Back 55

compensatory damages

Front 56

value of promised performance minus value of actual performance

Back 56

loss of value

Front 57

loss or costs the injured party avoids by not having to perform

Back 57

cost avoided

Front 58

damages arising directly out of a breach of contract

Back 58

incidental damages

Front 59

damages not arising directly out of a breach but as a foreseeable result of a breach

Back 59

consequential damages

Front 60

contract damages placing the injured party in as good a position as he would have been had the contract not been made

Back 60

reliance damages

Front 61

a small sum awarded where a contract has been breached but the loss is negligible or unproved

Back 61

nominal damages

Front 62

difference between the value received and the value given

Back 62

out of pocket damages

Front 63

difference between the value received and the value of the fraudulent party's performance as represented

Back 63

benefit of the bargain damages

Front 64

are generally not recoverable for breach of contract

Back 64

punitive damages

Front 65

reasonable damages agreed to in advance by the parties to a contract

Back 65

liquidated damages

Front 66

loss that the party in breach had reason to anticipate when the contract was made

Back 66

foreseeable damages

Front 67

reasonable damages agreed to in advance by the parties to a contract

Back 67

liquidated damages

Front 68

damages are not recoverable beyond an amount that can be established with reasonable certainty

Back 68

certainty of damages

Front 69

loss that the party in breach had reason to anticipate when the contract was made

Back 69

foreseeable damages

Front 70

the injured party may not recover damages for loss he could have avoided by reasonable effort

Back 70

mitigation of damages

Front 71

damages are not recoverable beyond an amount that can be established with reasonable certainty

Back 71

certainty of damages

Front 72

equitable remedy correcting a written contract to conform with the original intent of the contracting parties

Back 72

reformation

Front 73

reasonable damages agreed to in advance by the parties to a contract

Back 73

liquidated damages

Front 74

the injured party may not recover damages for loss he could have avoided by reasonable effort

Back 74

mitigation of damages

Front 75

reasonable damages agreed to in advance by the parties to a contract

Back 75

liquidated damages

Front 76

loss that the party in breach had reason to anticipate when the contract was made

Back 76

foreseeable damages

Front 77

equitable remedy correcting a written contract to conform with the original intent of the contracting parties

Back 77

reformation

Front 78

loss that the party in breach had reason to anticipate when the contract was made

Back 78

foreseeable damages

Front 79

court decree ordering a breaching party to render promised performance

Back 79

specific performance

Front 80

court order prohibiting a party from doing a specific act

Back 80

injunction

Front 81

damages are not recoverable beyond an amount that can be established with reasonable certainty

Back 81

certainty of damages

Front 82

court decree ordering a breaching party to render promised performance

Back 82

specific performance

Front 83

damages are not recoverable beyond an amount that can be established with reasonable certainty

Back 83

certainty of damages

Front 84

restoration of the injured party to the position he was in before the contract was made

Back 84

restitution

Front 85

the injured party may not recover damages for loss he could have avoided by reasonable effort

Back 85

mitigation of damages

Front 86

court order prohibiting a party from doing a specific act

Back 86

injunction

Front 87

the injured party may not recover damages for loss he could have avoided by reasonable effort

Back 87

mitigation of damages

Front 88

may recover restitution if the other party totally breaches the contract by nonperformance or repudiation

Back 88

party injured by breach

Front 89

equitable remedy correcting a written contract to conform with the original intent of the contracting parties

Back 89

reformation

Front 90

restoration of the injured party to the position he was in before the contract was made

Back 90

restitution

Front 91

equitable remedy correcting a written contract to conform with the original intent of the contracting parties

Back 91

reformation

Front 92

for any benefit coferred in excess of the loss caused by the breach

Back 92

party in default

Front 93

court decree ordering a breaching party to render promised performance

Back 93

specific performance

Front 94

may recover restitution if the other party totally breaches the contract by nonperformance or repudiation

Back 94

party injured by breach

Front 95

court decree ordering a breaching party to render promised performance

Back 95

specific performance

Front 96

court order prohibiting a party from doing a specific act

Back 96

injunction

Front 97

for any benefit coferred in excess of the loss caused by the breach

Back 97

party in default

Front 98

court order prohibiting a party from doing a specific act

Back 98

injunction

Front 99

restoration of the injured party to the position he was in before the contract was made

Back 99

restitution

Front 100

restoration of the injured party to the position he was in before the contract was made

Back 100

restitution

Front 101

may recover restitution if the other party totally breaches the contract by nonperformance or repudiation

Back 101

party injured by breach

Front 102

for any benefit coferred in excess of the loss caused by the breach

Back 102

party in default

Front 103

may recover restitution if the other party totally breaches the contract by nonperformance or repudiation

Back 103

party injured by breach

Front 104

for any benefit coferred in excess of the loss caused by the breach

Back 104

party in default

Front 105

when a contract is unenforceable because of the statute of frauds, a party may recover the benefits conferred on the other party in reliance on the contract

Back 105

statue of frauds

Front 106

a party who has avoided a contract is entitled to restitution for any benefit conferred on the other party

Back 106

voidable contracts

Front 107

if remedies are not inconsistent, a party injured by a breach of contract may seek more than one remedy

Back 107

election of remedies

Front 108

a party with the power to avoid a contract may lose that power by affirming the contract, delaying unreasonably in exercising the power of avoidance, or being subordinated to the intervening rights of third parties

Back 108

loss of power of avoidance

Front 109

consensual relationship authorizing one party to act on behalf of the other party subject to the principle's control

Back 109

agency

Front 110

person who authorizes another to act on her behalf

Back 110

principal

Front 111

person authorized to act on another's behalf

Back 111

agent

Front 112

whatever business activity a person may accomplish personally he generally may do through an agent

Back 112

scope of agency purposes

Front 113

one in which the employer has the right to control the manner and means of the employee's performance of work

Back 113

employment relationship

Front 114

person who contracts with another to do a particular job and is not subject to the other's control over the manner and means of conducting the work

Back 114

independent contractor

Front 115

an agency created without consideration

Back 115

gratuitous agency

Front 116

imposed bylaw when a person causes a third person to believe that another person has authority to act on the first's behalf

Back 116

agency by estoppel

Front 117

usually no particular formality is required in a contract of agency, although appointments of agents for a period of more than one year must be in writing

Back 117

formalities

Front 118

written, formal appointment of an agent who is known as an attorney in fact

Back 118

power of attorney

Front 119

if the principal is a minor or an incompetent not under a guardianship, his appointment of another to act as an agent is voidable, as are any resulting contracts with third parties

Back 119

capacity of principal

Front 120

a written instrument that expresses the principal's intention that the agent's authority will not be affected by the principal's subsequent incapacity or that the agent's authority will become effective upon the principal's subsequent incapacity

Back 120

durable power of attorney

Front 121

any person able to act may act as an agent since the act of the agent is considered the act of the principal

Back 121

capacity of agent

Front 122

an agent must act in the principal's affairs only as authorized by the principal and must obey all lawful instructions and directions of the principal

Back 122

duty of obedience

Front 123

within the scope of the agency relationship, an agent must act reasonable and refrain from conduct that is likely to damage the principal's enterprise

Back 123

duty of good conduct

Front 124

an agent must act with reasonable care, competence, and diligence in performing the work for which he is employed

Back 124

duty of diligence

Front 125

an agent must use reasonable efforts to give the principal information material to the affairs entrusted to her

Back 125

duty to inform

Front 126

an agent must maintain and provide the principal with an accurate account of money or other property that the agent has received or expended on behalf of the principal; an agent must not mingle the principal's property with any other person's property

Back 126

duty to account

Front 127

an agent owes a duty of utmost loyalty and good faith to the principal

Back 127

fiduciary duty

Front 128

a principal must compensate the agent as specified in the contract, or for the reasonable value of the services provided, if no amount specified

Back 128

compensation

Front 129

duty owed by principal to pay for losses agent incurred while acting as directed by principal

Back 129

indemnification

Front 130

duty owed by principal to pay agent for authorized payments made on principal's behalf

Back 130

reimbursement

Front 131

an agent must use reasonable efforts to give the principal information material to the affairs entrusted to her

Back 131

duty to inform

Front 132

include the duty to provide an employee with reasonably safe conditions of employment

Back 132

tort duties

Front 133

an agent must maintain and provide the principal with an accurate account of money or other property that the agent has received or expended on behalf of the principal; an agent must not mingle the principal's property with any other person's property

Back 133

duty to account

Front 134

a power given as security- including an agency coupled with an interest- is irrevocable

Back 134

irrevocable powers

Front 135

an agent owes a duty of utmost loyalty and good faith to the principal

Back 135

fiduciary duty

Front 136

ability of an agent to change the legal status of his principal

Back 136

power

Front 137

a principal must compensate the agent as specified in the contract, or for the reasonable value of the services provided, if no amount specified

Back 137

compensation

Front 138

one whose existence and identity are known

Back 138

disclosed principal

Front 139

duty owed by principal to pay for losses agent incurred while acting as directed by principal

Back 139

indemnification

Front 140

duty owed by principal to pay agent for authorized payments made on principal's behalf

Back 140

reimbursement

Front 141

include the duty to provide an employee with reasonably safe conditions of employment

Back 141

tort duties

Front 142

a power given as security- including an agency coupled with an interest- is irrevocable

Back 142

irrevocable powers

Front 143

ability of an agent to change the legal status of his principal

Back 143

power

Front 144

one whose existence and identity are known

Back 144

disclosed principal

Front 145

an agent must use reasonable efforts to give the principal information material to the affairs entrusted to her

Back 145

duty to inform

Front 146

an agent must maintain and provide the principal with an accurate account of money or other property that the agent has received or expended on behalf of the principal; an agent must not mingle the principal's property with any other person's property

Back 146

duty to account

Front 147

an agent owes a duty of utmost loyalty and good faith to the principal

Back 147

fiduciary duty

Front 148

a principal must compensate the agent as specified in the contract, or for the reasonable value of the services provided, if no amount specified

Back 148

compensation

Front 149

duty owed by principal to pay for losses agent incurred while acting as directed by principal

Back 149

indemnification

Front 150

duty owed by principal to pay agent for authorized payments made on principal's behalf

Back 150

reimbursement

Front 151

include the duty to provide an employee with reasonably safe conditions of employment

Back 151

tort duties

Front 152

a power given as security- including an agency coupled with an interest- is irrevocable

Back 152

irrevocable powers

Front 153

ability of an agent to change the legal status of his principal

Back 153

power

Front 154

one whose existence and identity are known

Back 154

disclosed principal

Front 155

an agent must use reasonable efforts to give the principal information material to the affairs entrusted to her

Back 155

duty to inform

Front 156

an agent must maintain and provide the principal with an accurate account of money or other property that the agent has received or expended on behalf of the principal; an agent must not mingle the principal's property with any other person's property

Back 156

duty to account

Front 157

an agent owes a duty of utmost loyalty and good faith to the principal

Back 157

fiduciary duty

Front 158

a principal must compensate the agent as specified in the contract, or for the reasonable value of the services provided, if no amount specified

Back 158

compensation

Front 159

duty owed by principal to pay for losses agent incurred while acting as directed by principal

Back 159

indemnification

Front 160

duty owed by principal to pay agent for authorized payments made on principal's behalf

Back 160

reimbursement

Front 161

include the duty to provide an employee with reasonably safe conditions of employment

Back 161

tort duties

Front 162

a power given as security- including an agency coupled with an interest- is irrevocable

Back 162

irrevocable powers

Front 163

ability of an agent to change the legal status of his principal

Back 163

power

Front 164

one whose existence and identity are known

Back 164

disclosed principal

Front 165

one whose existence is known but whose identity is not known

Back 165

unidentified principal

Front 166

one whose existence and identity are not known

Back 166

undisclosed principal

Front 167

power conferred upon agent by actual consent manifested by principal to the agent

Back 167

actual authority

Front 168

power conferred upon agent by acts or conduct of principal that reasonably lead a third party to believe that agent has such power

Back 168

apparent authority

Front 169

actual authority derived from written or spoken words of principal communicated to the agent

Back 169

express authority

Front 170

actual authority inferred from words or conduct manifested to agent by principal

Back 170

implied authority

Front 171

is usually not permitted unless actually or apparently authorized by the principal; if the agent is authorized to appoint other subagents, the acts of these subagents are as binding on the principal as those of the agent

Back 171

delegation of authority

Front 172

person appointed by agent to perform agent's duties

Back 172

subagent

Front 173

ends actual authority; the effect on apparent authority depends upon which Restatement applies and the cause of the termination of agency

Back 173

effect of termination of agency on authority

Front 174

knowledge actually and expressly communicated

Back 174

actual notice

Front 175

knowledge imputed by law

Back 175

constructive notice

Front 176

affirmation by one person of a prior unauthorized act that another has done as her agent or as her purported agent

Back 176

ratification

Front 177

a principal is liable for his own tortious conduct involving the use of agents

Back 177

direct liability of principal

Front 178

a principal is liable for torts that she authorizes another to commit or that she ratifies

Back 178

authorized acts of agent

Front 179

a principal is liable for failing to exercise reasonable care in emplying agents whose unauthorized acts cause harm

Back 179

unauthorized acts of agent

Front 180

indirect legal responsibility for the act of another

Back 180

vicarious liability

Front 181

let the employer respond; an employer is liable for unauthorized torts committed by an employee in the scope of his employment

Back 181

respondeat superior

Front 182

a principal is liable for torts committed by an agent in dealing with third parties while acting within the agent's apparent authority

Back 182

agent acts with apparent authority

Front 183

a principal is usually not liable for the unauthorized torts of an independent contractor

Back 183

independent contractor

Front 184

the principal is liable if he directed, participated in, or approved the criminal acts of his agents

Back 184

authorized criminal acts

Front 185

the principal may be liable either for a criminal act of a managerial person or under liability without fault statutes

Back 185

unauthorized criminal acts

Front 186

the agent is not normally a party to the contract she makes with a third person if she is authorized or if the principal ratifies an unauthorized contract

Back 186

disclosed principal

Front 187

if an agent exceeds her actual and apparent authority, they disclose principal is not bound but the agent may be liable to the third party for breach of warranty or for misrepresentation

Back 187

unauthorized contracts

Front 188

an agent may agree to become liable on a contract between the disclosed principal and the third party

Back 188

agent assumes liability

Front 189

an agent who acts for a partially disclosed principal is a party to the contract with the third party unless otherwise agreed

Back 189

unidentified principal

Front 190

an agent who acts for an undisclosed principal is personally liable on the contract to the third party

Back 190

undisclosed principal

Front 191

a person who purports to act as agent for a principal whom the agent knows to be nonexistent or completely incompetent is personally liable on a contract entered into with a third person on behalf of such a principal

Back 191

nonexistent principal

Front 192

the agent is liable to the third party for his own torts

Back 192

tort liability of agent

Front 193

the agent usually has no rights under the contract against the third party

Back 193

disclosed principal

Front 194

the agent may enforce the contract against the third party

Back 194

undisclosed principal