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31 Cards in this Set
- Front
- Back
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condition
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an event whose happening or nonhappening affects a duty of performance
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express condition
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contingency explicitly set forth in language
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satisfaction
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express condition making performance contingent on one party's approval of the other's performance
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subjective satisfaction
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approval based on a party's honestly held opinion
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objective satisfaction
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approval based on whether a reasonable person would be satisfied
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implied-in-fact condition
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contingency understood by the parties to be part of the agreement, though not expressed
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implied-in-law condition
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contingency not contained in the language of teh contract but imposed by law; also called a constructive condition
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concurrent condition
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conditions that are to take place at the same time
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condition precedent
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an event that must or must not occur before performance is due (very common)
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condition subsequent
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an event that terminates the duty of performance (not very common)
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discharge
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termination of contractual duty
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discharge by performance
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fulfillment of a contractual obligation resulting in a discharge
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discharge by breach
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a wrongful failure to perform the terms of a contract that gives rise to a right to damages by the injured party
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material breach
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nonperformance that significantly impairs the injured party's rights under the contract and discharges the injured party from any further duty under the contract
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prevention of performance
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one party's substantial interference with or prevention of performance by the other constitutes a material breach and dicharges the other party to the contract
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perfect tender rule
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standard under the UCC that a seller's performance under a sales contract must strictly comply with contractual duties and that any deviation discharges the injured party
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substantial performance
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performance that is incomplete but that does not defeat the purpose of the contract; does not discharge the injured party but entitles him to damages
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anticipatory repudiation
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an inability or refusal to perform, before performance is due, that is treated as a breach, allowing the nonrepudiating party to bring suit immediately
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material alteration of a written contract
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a material and fraudulent alteration of a written contract by a party to the contract discharges the entire contract
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mutual rescission
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an agreement between the parties to terminate their respective duties under the contract
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substituted contract
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a new contract accepted by both parties in satisfaction of the parties' duties under the original contract
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accord and satisfaction
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substituted duty under a contract (accord) and the discharge of the prior contractual obligation by performance of the new duty (satisfaction); MUST start with a breach
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novation
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a substituted contract involving a new third-party promisor or promisee (to replace the original promisor or promisee)
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impossibility
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performance of contract cannot be done
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subjective impossibility
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the promisor-but not all promisors-cannot perform; does not discharge the promisor
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objective impossibility
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no promisor (or anyone) is able to perform; generally discharges the promisor
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frustration of purpose
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principal purpose of a contract cannot be fulfilled because of a subsequent event
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subsequent illegality
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if performance becomes illegal or impractical as a result of a change in the law, the duty of performance is discharged
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commercial impracticability
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where performance can be accomplished only under unforeseen and unjust hardship, the contract is discharged under the Code and the Restatement
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bankruptcy
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discharge available to a debtor who obtains an order of discharge by the bankruptcy court
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statute of limitations
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after the statute of limitations has run, the debt is not discharged, but the creditor cannot maintain an action against the debtor
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