Lgst 301 Test 2

Front 1

acceptance

Back 1

an agreement to the amount offered for certain services or products.

may be written, verbal, or implied by action

Front 2

accord and satisfaction

Back 2

an agreement to accept performance that is different from what is called for in the contract

Front 3

anticipatory repudiation

Back 3

if a party indicates before performance is due that it will breach the contract, there is an anticipatory repudiation of the contract

Front 4

bilateral contract

Back 4

a promise given in exchange for another promise

Front 5

capacity

Back 5

the ability (requisite presence of mind) to enter into a binding contract

Front 6

choice-of-forum clause

Back 6

the clause in a contract wherein the parties agree in advance in which jurisdiction a dispute arising out of their agreement is to be litigated

Front 7

choice-of-law provision

Back 7

a provision that specifies which state's or country's laws will govern

Front 8

close

Back 8

to consummate a transaction

Front 9

compensatory damages

Back 9

in an action for breach of contract, the amount neccessary to make up for the economic loss caused by the breach

Front 10

condition precedent

Back 10

a condition that must be met before a party's obligations to perform arise under a contract

Front 11

condition subsequent

Back 11

in contracts, a provision giving one party the right to divest itself of liability and obligaiton to perform further if the other party fails to meet the condition

Front 12

conditions concurrent

Back 12

conditions that are mutually dependent and are to be performed at the same time or simultaneously

Front 13

consequential damages

Back 13

compensation for losses that occur as a foreseeable result of a breach of contract. Actual damages represent the damage, loss, or injury that flows directly and immediately from the act of the other party;in contrast, consequential damages refer to damage, loss or injury flowing from some of the consequences or results of such act

Front 14

consideration

Back 14

a thing of value (money, services, an object, a promise, forbearance, or giving up the right to do something) exchanged in a contract.

Front 15

contract

Back 15

a legally enforceable promise or set of promises

Front 16

counteroffer

Back 16

a new offer by the initial offeree that rejects and modifies the terms originally proposed by the offeror

Front 17

covenant not to compete

Back 17

an agreement, generally part of a contract of employment or a contract to sell a business, in which the covenantor agrees for a specific period of time and within a particular area to refrain from competition with the convenantee.

Also called a noncompete agreement.

Front 18

cover

Back 18

in the case of a seller failing to make delivery of goods, cover refers to teh buyer's legal remedy of buying the goods elsewhere and recovering the difference between the cost of the substitute goods and the contract price

Front 19

creditor beneficiary

Back 19

thrid party to a contract that the promisee enters into in order to discharge a duty to said third party

Front 20

detrimental reliance

Back 20

occurs when an offeree has changed his or her position because of justifiable reliance on an offer

Front 21

discharge

Back 21

relieve

Front 22

donee beneficiary

Back 22

third party to a contract to whom paromisee does not owe an obligation

Front 23

duress

Back 23

coercion

Front 24

equal dignities rule

Back 24

under this rule if an agent acts on behalf of another (its principal) in signing an agreement of the type that must under the statue of frauds be in writing, the authority of the agent to act on behalf of the prinicipal must also be in writing

Front 25

expectation damages

Back 25

in the case of breach of contract, refers to remuneration that puts a plaintiff into the cash position the plaintiff would have been if the contract had been fulfilled

Front 26

fraud in the factum

Back 26

a type of fraud that occurs whena party is persuaded to sign one document thinking that it is another

Front 27

raud in the inducement

Back 27

a type of fraud that occurs when a party makes a false statement to persuade the otehr party to enter into an agreement

Front 28

frustration of purpose

Back 28

occurs when performance is possible, but changed circumstances have amde the contract useless to one or both parties

Front 29

general release

Back 29

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

Front 30

illegal contracts

Back 30

a contract is illegal if its formation or performance is expressly forbidden by a civil or criminal statute, or if a penalty is imposed for doing the act agreed upon

Front 31

illusory promise

Back 31

a promsie that either does not in fact conver any benefit on the promisee or subject the promisor to any detriment

Front 32

impossibility

Back 32

an excuse for nonperformance based on the destruction of something vital to the performance of the contract or another unforseen event that makes performance of the contract impossible

Front 33

impracticability

Back 33

a situation in which performance is possible but is commercially impractical

Front 34

incidental damages

Back 34

in an action ofr brach of contract, the lesser and relatively minor damages that a nonbreaching party incurs, such as the charges, expenses and commissions incurred in stopping delivery; the cost of the transportation, care and custody of goods after a breach, the expenses incurred in connection with the return or subsequent disposition of goods that are subject of the contract or other expenses incurred in mitigating damages resulting from the breach

Front 35

intent to be bound

Back 35

the oral or written statement regarding intention of parties to enter into a contract

Front 36

irrevocable offer

Back 36

arise in two circumstances:
1. when an option contract has been created
2. when an offeree has relied on an offer to its detriment

Front 37

laesio enormis

Back 37

a doctrine developed from language in teh Coe of Justinian that provided a remedy for those who sold land at less than half its just price

Front 38

liquidated damages

Back 38

the amount of money stipulated in a contract to be paid to non-breaching party should one of the parties breach the agreement

Front 39

material breach

Back 39

a failure to perform a significatn obligation under a contract, such as by not performing a service after receiving payment. A material breach discharges the nonbreaching party from its obligations and provides grounds to sue for damages

Front 40

merger agreement

Back 40

an agreement between two companies to combine those companies into one

Front 41

mirror image rule

Back 41

a common law contract rule that requires acceptance to contain the exact same terms as the offer

Front 42

misrepresentation

Back 42

a misleading or false representation of the facts intended to deceive another party

Front 43

mistake of fact

Back 43

a mistake about an udnerlying fact that may make a contract voidable

Front 44

mistake of judgment

Back 44

occurs when the parties make an erroneous assessment about the value of what is bargained for

Front 45

mistake of fact

Back 45

a mistake about an underlying fact that may make a contract voidable

Front 46

mistake of judgment

Back 46

a mistake of judgment occurs when the parties make an erroneous assessment about the value of what is bargained for

Front 47

mitigate

Back 47

lessen

Front 48

mutual rescission

Back 48

an agreement by both parties to a contract to terminate the contract

Front 49

mutuality of obligation

Back 49

both parties in a bilateral contract are obligated perform their side of the bargain

Front 50

novation

Back 50

the method of contract modification by which the origianl contract is canceled and a new one is written with perhaps only one change, such as substitution of a new party

Front 51

offer

Back 51

a proposal to enter into a contract

may be verbal, written or implied by action

Front 52

offeree

Back 52

a person to whom an offer is made

Front 53

offeror

Back 53

a person making an offer

Front 54

oppression

Back 54

an inequality of bargaining power that results in no real negotiation and an absence of meaningful choice for one party to the contract

Front 55

option contract

Back 55

a contract in which the offeror promises to hold an offer open for a certain amount of time

Front 56

output contract

Back 56

a contract under which a buyer promises to buy all the products that the seller produces

Front 57

parol evidence rule

Back 57

if there is a written contract that the parties intended would encompass their entire agreement, oral evidence of prior or contemporaneous statements will not be permitted to vary or alter the terms of the contract

Front 58

power of attorney

Back 58

a written instrument that authorizes a person, called an attorney-in-fact (who need nto be a lawyer), to sign documents or perform certain specific acts on behalf of another person

Front 59

precontractual liability

Back 59

the claism by the disappointed party if contract negotiations fail before a contract has been finalized

Front 60

privity of contract

Back 60

the relationship which exists between the parties to a contract

Front 61

promisee

Back 61

in contract law, the person to whom the promise was made

Front 62

promisor

Back 62

in contract law, the person who made the promise

Front 63

promissory estoppel

Back 63

a promsie that the promisor should reasonably expect to induce action or forbearance on the part of the promisor or a third person and that does induce such action or forbearance can create liability for reliance damages if injustice can be avoided only by providing some relief when promise is broken

Front 64

promissory fraud

Back 64

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 65

quantum meruit

Back 65

a basis for equitable relief bya court when there was no contract between the parties, but one party has received a benefit for which it has not paid

Front 66

reliance damages

Back 66

the awards made to a plaintiff for any expenditures made in reliance on a contract that was subsequently breached

Front 67

requirements contract

Back 67

a contract under which the buyer agrees to buy all of a specified commodity the buyer needs fromt he seller and the seller agrees to provide that amount

Front 68

restitution

Back 68

an award made to a plaintiff of a benefit improperly attained by the defendent

Front 69

revoke

Back 69

to annul an offer by recission

Front 70

sovereign acts doctrine

Back 70

the gov't cannot be held liable for breach of contract due to legislative or executive acts of general application

Front 71

specific performance

Back 71

a court order to a breaching party to complete the contract as promised

Front 72

statute of frauds

Back 72

a statute that requires that certain contracts, such as contracts conveying an interest in real property, must be in a signed writing to be enforceable in court

Front 73

suprise

Back 73

the extent to which the supposedly agreed on terms of the bargain are hidden in a densely printed form drafted by the party seeking to enforce the disputed terms

Front 74

target

Back 74

a corporation that is the subject of a tender offer

Front 75

third-party beneficiary

Back 75

one who does not give consideration for a promise yet has legal rights to enforce the contract.

a person is a third-party beneficiary with legal rights whent he contracting parties intend to benefit that person

Front 76

unconscionable

Back 76

a contract term that is oppressive or fundamentally unfair

Front 77

undue influence

Back 77

sufficient influence and power over another as to make genuine assent impossible

Front 78

unilateral contract

Back 78

a promise given in exchange for an act

an offer can be accepted only by performing the act

Front 79

unjust enrichment

Back 79

the unfair appropriation of the benefits of negotiation of contracts for the party's own use

Front 80

usury statues

Back 80

state statues that set legal caps on what interest rates lenders may charge

Front 81

voidable

Back 81

unenforcable at the option of one party

Front 82

adverse possession

Back 82

ownership of property that is not occupied by its owner for a certain period of time may be transferred to those who have been unlawfully occupying it and openly exercising rights of ownership. Such a transfer is usually not reflected in the official land records.

Also called squatter's rights.

Front 83

after-acquired title

Back 83

If, at the date of execution of a grant deed, the grantor does not have titlee 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 84

area plan

Back 84

a planning document that usually encompasses just just a portion of the city's geographic area

Front 85

assignment

Back 85

the transfer by a tenant of all or a portion of rented properties

Front 86

beneficiary

Back 86

an individual who is benefited by a trust or a will

Front 87

bona fide prospective purchaser (BEPP)

Back 87

a buyer who must do the following:
1. conduct a diligent investigation of the proprety and report any contamination to the appropriate government authority
2. exercise appropriate care concerning the contamination to stop future or continuing release of contaminants;
3. cooperate with any authorized group, including the federal government, to conduct a cleanup of the property
4. obey any land-use restrictions on the property

Front 88

brownfields

Back 88

contaminated sites that are eligible for cleaning and reclaiming with assistance from the Superfund

Front 89

caveat emptor

Back 89

let the buyer beware

this maxim summarizes the rule that a purchaser must examine, judge, and test for himself or herself. It does not apply where strict liability, warranty, or other consumer protection laws protect consumer-buyers

Front 90

commercial lease

Back 90

a contract that conveys an interest in real property from the landlord to the tenant and governs the respective rights and obligations of the parties during the lease term

Front 91

community property

Back 91

the property acquired during marriage with assets earned by either spouse during a marriage

Front 92

conditional-use-permit

Back 92

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

Front 93

constructive notice

Back 93

notice attributed by the existence of a properly recorded deed

Front 94

conveyance

Back 94

an instrument transferring an interest in real estate, such as a deed or a lease

Front 95

deed

Back 95

a written document transferring an interest in real estate that is recorded at a public office where title documents are filed

Front 96

deed of trust

Back 96

a document evidencing a loan to buy real property secured by a lien on the real property

a mortgage

Front 97

development loans

Back 97

loans used for the acquisition, subdivision, improvement, and sale of residential properties

Front 98

dual agency

Back 98

in a real estate transaction, a broker acts for both the buyer and the seller

Front 99

early termination clauses

Back 99

an out clause or provision tha twould allow the lessor or lessee to cancel the lease without completing the full term or paying the complete value of the lease

Front 100

encumbrance

Back 100

a claim against real property

Front 101

environmental assessment (EA)

Back 101

a document that identifies any significant impact of a development on the environment

Front 102

environmental impact statement (EIS)

Back 102

a required document for any proposal for legislation or other major governmental action that may significantly affect the quality of the environment

Front 103

equity

Back 103

the value of real property that exceeds the liens against it

Front 104

escrow

Back 104

the system by which a neutral stakeholder allows parties to a real property transaction to fulfill the various conditions of the closing of the transaction without the physical difficulties fo passing instruments and funds between parties

Front 105

escrow agent

Back 105

a meutral stakeholder who facilitates the transfer of real property between intersted parties

Front 106

exculsive listing

Back 106

a listing that grants the real estate broker the right to sell the property; any sale of the property during the term of the listing will entitle the broker to a commission

Front 107

fair lending laws

Back 107

laws that prohibit discrimination in lending practices

Front 108

fee simple

Back 108

title to property that grants owner full right of disposition during his of her lifetime that may be passed on to owner's heirs and assigns forever

Front 109

foreclosure

Back 109

the legal process by which a morgagee may put up a piece of property for sale in the public arena to raise cash in order to pay off a debt owed by the mortgager to the mortgagee

Front 110

full-service lease

Back 110

a lease that requires the lessor to maintain the property that a company is occupying, which means, in turn, that the tenant's responsibilites may be lmited to seeing that the services provided are adequate

Front 111

gap financing

Back 111

financing that a developer obtains to pay off a construction loan when it becomes due before the permanent financing is available.

also called interim financing

Front 112

general plan

Back 112

a long-range planning document that addresses the physical development and redevelopment of a city

Front 113

good faith subsequent purchaser

Back 113

a person who acquries real property for fair value without being aware of a disputed claim to the property

Front 114

grant deed

Back 114

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

Front 115

grantee

Back 115

a person to whom real property is conveyed

Front 116

grantor

Back 116

a person conveying real property

Front 117

ground lease

Back 117

a lease for land on which a building will be built

Front 118

implied warranty of habitability

Back 118

a warranty made by a commercial seller of houses in which the seller warrants that the house is in reasonalbe working order and is of reasonably sound construction

Front 119

interim financing

Back 119

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 120

inverse condemnation

Back 120

the taking of private real property for a public use; requires payment of just compensation

Front 121

joint tenancy

Back 121

a specialized form of co-ownership involving real property owned in equal shares by two or more persons who have a right of survivorship if one joint tenant dies

Front 122

lesee

Back 122

a teanant or one to whom an interest in real property is conveyed

Front 123

lessor

Back 123

a landlord or one who conveys an interest in real property

Front 124

letter of inent

Back 124

an instrument entered into by the parites to a real estate or other transaction for trhe purpose of setting forth the general terms and conditions of a purchase and sale agreement until a formla legal commitment can be made through the execution ofa formal acquisition agreement

Front 125

marketable title

Back 125

title to property that is fee simple and is fre of leins or encumbrances

Front 126

mortgage

Back 126

a loan to buy real property secured by a lien on the real property

also called a deed of trust

Front 127

net listing

Back 127

a real estate listing in which the broker receives any sales proceeds in excess of the net listing amount specified by the seller

Front 128

nexus

Back 128

the legally required relationship between a condition to a land-use approval and the impacts of the development being approved

Front 129

nonconforming use

Back 129

an exisiting land use that was lawful but that does not comply with a later-enacted zoning ordinance

Front 130

open listing

Back 130

a real estate listing in which the broker receives a commission only if he or she procures a ready, willing, and able buyer

Front 131

operating lease

Back 131

typicallya a short-term lease that does not appear on the balance sheet

Front 132

option contract

Back 132

a contract in which the offeror promises to hold an offer open for a certain amount of time

Front 133

out clause

Back 133

a provision that would allow the lessor or lessee to cancel the lease without completeing the full term or paying the complete value of the lease

Front 134

percentage rent clause

Back 134

a clause frequently contained in retail leases that requires the tenant to pay, in addition to a base montly rent, a percentage of its gross sales to the landlord

Front 135

permanent loan

Back 135

usually a long-term loan used to acquire property that is repqid over five, ten, or sometimes up to twenty years

Front 136

planned unit development (PUD)

Back 136

the land use regulations for a given piece of property that reflect the proposed development plans for that property. PUD allows for mixture of uses for property not possible under traditional zoning regulations

Front 137

points

Back 137

a one-time charge to a borrower buying real property (in addition to interest) computed by a lender by multiplying the amount funded by a fixed percentage

Front 138

police power

Back 138

the general power granted state and city governments to protect the health, safety, welfare, or morals of its residents

Front 139

prepayment penalty

Back 139

a clause whereby a lender imposes a penalty if the loan is paid off early

Front 140

prime rate

Back 140

the lowest rate of interest publicly offered by maor lending institutions to their most creditworthy customers. Better practices dictates using the lterms "base rate" or "reference rate" because sometimes lenders offer a loan below prime

Front 141

pure notice statutes

Back 141

under these statutes, a person who has notice that someone else has already bought the real property cannot validate his or her deed by recording it first

Front 142

quitclaim deed

Back 142

a deed that contains no warranties; the grantor conveys only any right, title, and interest held by the grantor, if any, at the time of execution

Front 143

race-notice statutes

Back 143

these statues protect on a good faith subsequent purchaser who recorded its deed before the prior purchaser recorded its deed

Front 144

race statutes

Back 144

under these statutes, recording is a race - the rule is "first in time is first in right". The firs tto record a deed has superior rights, regardless of whether he or she knew that someone else had already bought or claimed an interest in the real property

Front 145

real estate investment trust (REIT)

Back 145

a tax-advantaged pool of real property

Front 146

recordable form

Back 146

the requirements established by the state regarding how title to real estate is filed and recorded.

Requirements generally include legibility and notarization

Front 147

recording statutes

Back 147

statues that establish an orderly process by which claims to interest in real property can be recorded as part of the public record and resolved

Front 148

regulatory taking

Back 148

the taking by the government of private real property for a public use; requries payment of just compensation

Front 149

right of first negotiation

Back 149

gives the holder the right to negotiate the purchase of the property before the seller enters negotiations with another party

Front 150

right of first refusal

Back 150

a contract tha tprovides the holder with the right to purchase property on the same terms and conditions offered by or to a third party

Front 151

rights of redemption

Back 151

gives the mortgagor and certain other categories of interested person the right to redeem or get back foreclosed property within a statutorily imited period

Front 152

sale and leaseback

Back 152

a simultaneous two-step transaction, whereby an institutional lender purchases real property from a company, and the property is leased back to the company for its use

Front 153

separate property

Back 153

property that belongs soleely to the spouse who acquired it before marriage or received it by a gift or inheritance

Front 154

specific plan

Back 154

a planning document in addition to a general plan that usually encompasses just a portion of a city's geographic area; typicall more detailed than the general plan

Front 155

subdivision

Back 155

a division of land into separate parcesl for development purposes

Front 156

sublease

Back 156

an act by a tenant of renting out all or a portion of the property the tenat has rented from a landlord

Front 157

synthetic lease

Back 157

a lease that is treated as a conventional operating lease for accounting purposes (so does not appear on the lessee's balance sheet) but is treated as if the lessee had purchased the property and obtained a loan from the seller for tax purposes

Front 158

take-out commitment

Back 158

an agreement by a lender to replace the construction loan with a permanent loan, usually ater certian conditions, such as the timely completion of the project, have been met

Front 159

tax-deferred exchange

Back 159

a transfer of real property for an alternative piece of real proprety meeting certain requirements

Front 160

tenancy by the entirety

Back 160

a special typoe of co-ownership of real property between husband and wife; like joint tenancy, it includes a right of ownership

Front 161

tenants in common

Back 161

the individuals who own individed interests in a parcel of real property

Front 162

triple net lease

Back 162

a type of industrial lease that requires the tenant to pay all taxes, insurance, and maintenance expenses

Front 163

trust

Back 163

1. a combination of competitors who act together to fix prices, thereby stifling competition
2. a manner of holding property that is controlled by a trustee for the benefit of a beneficiary

Front 164

trustee

Back 164

the legal representative of a bankrupt debtor's estate

Front 165

usury laws

Back 165

state statutes that set legal caps on what interest rates lenders may charge

Front 166

variable-interest loan

Back 166

a loan in which the rate of itnerest is often set at a fixed numer of percentage points over a sepcified standard or base rate (often the prime rate)

Front 167

variance

Back 167

a method of releif from the strict terms of a zoning ordiance that allows a landowner to construct a structure or carry on an activity not otherwise permitted under zoning regulations

Front 168

vested right

Back 168

the right of a developer to develop property sometimes, but not always, obtained when a building permit is issued, substantial work is done, and substantial liabilities are incurred in reliance of that permit

Front 169

view easement

Back 169

an interest in property owned by another by which an easement holder is guaranteed that a landowner will not obstruct the holder's view by making changes to said property

Front 170

warranty deed

Back 170

a warranty deed is similar to a grant deed. In addition to the implied warranties contained ina grant deed, the grantor of a warranty deed also expressly warrants the title to and the quiet possession of the property to grantee

Front 171

wraparound financing

Back 171

the transaction in which a new lender lends the owner of mortgaged real property additional funds and agrees to take over the servicing of the first loan. In exchanged, the owner executes a deed of trust or mortgage and an all-inclusive note, covering the comibned amount of the first and new loans

Front 172

zoning

Back 172

the division of a city into districts and the application of specific land use regulations in each district

Front 173

bona fide occupational qualification (BFOQ)

Back 173

a requirement that an employer places on certain jobs that actually requires that the person in that job has a certain gender, religion or national origin

Front 174

disaparate impact

Back 174

the systematic exclusion of a protected class of workers from employment through testing and other selective procedure

Front 175

disparate treatment

Back 175

intentional discrimination against a person by employer by denying the person employment ora benefit or privilege of employment because of race, religion, sex, national origin, age, or disability

Front 176

fetal-protection policy

Back 176

a company policy that barsa woman from certain jobs unless her inability to bear children is medically documented

Front 177

hostile environment harassment

Back 177

the creation of a hostile working envirobnment, such as continually subjecting an employee to ridicule and racial slurs, or unwanted sexual advance

Front 178

quid pro quo harassment

Back 178

(this for that)
specific job-related adverse action, such as denial of a promotion, in retaliation for a worker's refusal to respond toa supervisor's sexual advance