Contract Law Fundamentals

Front 1

Bilateral Contract

Back 1

When a promise is made by one party to a contract to another for a return promise

Front 2

Collective Bargaining Agreement

Back 2

Represents a contract between management and labor unions in a wide variety of contexts.

Front 3

De Havilland Law

Back 3

Entertainment industry personal services law in California which mandates that a studio may not “own” an individual’s rights for more than seven years.

Front 4

Freedom of Contract

Back 4

A principle that holds that parties may come to any legally binding agreement that suits their needs.

Front 5

Implied-in-Fact

Back 5

An obligation that can be implied by a court based upon the particular circumstances between the parties themselves.

Front 6

Nudum Pactum

Back 6

illusory promise or one that simply is unenforceable though it may sound good

Front 7

Objective Theory of Contracts

Back 7

The intent of the parties is to be judged by the reasonable person standard and not the subjective standard of the parties themselves.

Front 8

Pacta Sunt Servanda

Back 8

The goal of courts should be to enforce contracts and not to avoid them when possible

Front 9

Parol Evidence Rule

Back 9

If a written agreement is complete and final, that any prior oral or written statements that contradict the terms of the agreement should not be admissible evidence.

Front 10

Personal Services Contract

Back 10

A nontransferable contract in which unique talents, abilities, or skills are contracted for thereby rendering a delegation or assignment null and void. Often occurs in sports, artistic, or entertainment related contracts.

Front 11

Promissory Estoppel

Back 11

An equitable doctrine also known as detrimental reliance which prevents the withdrawal of an offeror’s offer if it was reasonably foreseeable that the offeree would rely on the promise to their legal detriment.

Front 12

Quantum Meruit

Back 12

In an implied contract situation, a court can calculate damages so that one party is not unjustly enriched by the goods or services of another. Often awarded as “reasonable” value of the goods or services provided using a fair market value analysis.

Front 13

Quasi Contract

Back 13

An implied contract to prevent unjust enrichment

Front 14

Statute of Frauds

Back 14

Stands for the proposition that certain types of contracts must be in writing if a party seeks to enforce the agreement in court. It allows the court to dismiss a claim if the contract is not in writing in those specific instances.

Front 15

Accord and Satisfaction

Back 15

A way to describe the settling of a dispute, often contract related, in which a debtor or creditor or offeror and offeree agree to different terms than what was formerly agreed upon

Front 16

Adhesion

Back 16

Term used to describe when a contract is offered on a take it or leave it basis, described as an unconscionable contract.

Front 17

ADR

Back 17

Clause found in modern contracts in which the parties agree that if there is a dispute they will resort to an alternative form of resolution

Front 18

Anticipatory Repudiation

Back 18

When a party to a contract asserts that he will not perform as agreed upon

Front 19

Attribution

Back 19

The term used in electronic business transactions referring to the procedures that may be used to make sure that the person sending the electronic record is the same person whose e-sig accompanies the record

Front 20

Automatic Stay

Back 20

Term used in bankruptcy law which the trustee in bankruptcy tells all creditors to stay away from the debtor during the process of settling a bankruptcy

Front 21

BAPCPA

Back 21

Makes it more difficult for consumers to file for bankruptcy protection when it is apparent that some measure of debts can be repaid to creditors

Front 22

Commercial impracticability

Back 22

Nonperformance of a contract is temporarily excused for an extreme or unexpected condition or occurrence such as a weather issue which delays the shipment of goods

Front 23

Compensatory damages

Back 23

Damages sought to compensate the plaintiff for out -of - pocket costs when a breach of contract has occurred

Front 24

COndition concurrent

Back 24

the simultaneous performance of duties by the parties of a contract

Front 25

Delegation

Back 25

When a party to a contract transfers responsibility to another but is still legally responsible for any nonperformance as opposed to an outright assignment

Front 26

Disaffirm

Back 26

The act of rescinding a contract usually by a minor.

Front 27

Duress

Back 27

A defense to contract where a party claims that they had no real bargained-for exchange in that they were presented a contract that they could not refuse out of a threat or perceived threat.

Front 28

End-User

Back 28

Someone who has been granted the right to use software based upon a license

Front 29

E-SIGN

Back 29

Essentially stands for the idea that a contract that is electronically signed many not be denied in legal effect

Front 30

Exculpatory Clause

Back 30

Relieves a party from a legal obligation or responsibility

Front 31

Fraud

Back 31

The intentional deception of fact or value by another

Front 32

Frustration of purpose

Back 32

A contract law doctrine that excuses the performance of a party due to subsequent circumstances which may make the contract irrelevant or even impossible

Front 33

General damages

Back 33

Damages that naturally flow as a result of a tort or breach of contract

Front 34

Good faith

Back 34

When dealing with the sale of goods, it means honesty in fact as to the particular conduct or transaction

Front 35

Impracticability of performance

Back 35

temporary suspension or delay of a contract performance due to an unforeseen circumstance such as a weather delay

Front 36

Incidental beneficiary

Back 36

A third party to a contractual agreement who was not originally intended to benefit from a contract between two other parties and therefore cannot enforce the agreement if it fails to be executed by the parties

Front 37

Intended Beneficiary

Back 37

A third party to a contractual agreement who was inteded to benefit from a contract between two other parties such as the beneficiary of a life insurance policy

Front 38

Material Breach

Back 38

A substantial breach that occurs when a party renders performance considered to be inferiior

Front 39

Mitigation of Damages

Back 39

Legal principle that holds when there is a breach of contract a party has a duty to make matters no worse than they already might be

Front 40

NCCUSL

Back 40

responsible for drafting numerous model acts

Front 41

No-compete Clause

Back 41

generally prevent a party or former employee from leaving the contractual relationship and competing with previous party for goods and services

Front 42

Output Contract

Back 42

where the buyer tells the seller that they will buy all the goods that the seller produces within reason (enforceable)

Front 43

past consideration

Back 43

obligations in the past cannot count for the consideration element of a current or future contract

Front 44

preexisting duty rule

Back 44

a promise lacks consideration if it is based upon a previous act or an already-existing obligation

Front 45

privity of contract

Back 45

a consumer could only pursue remedies against a retailer as opposed to a manufacturer, wholesaler, or distributer

Front 46

puffery

Back 46

statements of opinion as a part of the sales process

Front 47

punitive damages

Back 47

designed to punish the misconduct of the defendant or use them as an example for others not to follow

Front 48

ratification

Back 48

the imposition by the law after a minor turns the age of the majority which binds the minor to the agreement even though they held the right to void the contract prior to turning the age of the majority

Front 49

recission

Back 49

the act of canceling a contract either by one or more parties, assuming they have the legal right to do so

Front 50

reformation

Back 50

an equitable doctrine that permits the court to rewrite a contract for equitable purposes

Front 51

requirements contract

Back 51

special type of contract in which a buyer tells a seller that they will buy all they need

Front 52

restitution

Back 52

the act of returning goods to the other party, an equitable resolution

Front 53

revocation

Back 53

the withdrawal of an offer by the offeror before it is accepted by the offeree

Front 54

rules of construction

Back 54

established contract law principles which assist in determining how to read a contract when there is a term missing or terms conflict with each other

Front 55

signature dynamics

Back 55

the signing of a contract or receipt of goods by using a stylus and signing an electronic display

Front 56

specific performance

Back 56

a court order requiring someone to perform, largely in real estate

Front 57

statute of limitations

Back 57

the amount of time one has to bring a lawsuit for breach of contract

Front 58

surety

Back 58

one who promises to answer for the debts of another in the event the party to a contract fails to pay

Front 59

unclean hands doctrine

Back 59

states that if you go to court for judicial relief that you must not be partially to blame for the breach

Front 60

usury

Back 60

state laws that certain rates of interest are excessive and thereby render a contract invalid due to illegality