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42 Cards in this Set

  • Front
  • Back


a legally enforceable agreement

elements of a contract








noncompetition agreement

a contract in which one party agrees not to compete with another

bilateral contract

a promise made in exchange for another promise

executory contract

an agreement in which one or more parties has not yet fulfilled its obligations

executed contract

an agreement in which all parties have fulfilled their obligations

voidable contract

an agreement that may be terminated by one of the parties

void agreement

a contract that neither party can enforce, because the bargain is illegal or one of the parties had no legal authority to make it

express contract

an agreement with all the important terms explicitly stated

promissory estoppel

a possible remedy for an injured plaintiff in a case with no valid contract, where the plaintiff can show a promise, reasonable reliance, and injustice


a possible remedy for an injured plaintiff in a case with no valid contract, where the plaintiff can show benefit to the defendant, reasonable expectation of payment, and injust enrichment

quantum meruit

'as much as he deserves' -the damages awarded in a quasi-contract case


an act or statement that proposes definite terms and permits the other party to create a contract by accepting those terms


the person who makes an offer


the person to whom an offer is made

letter of intent

a letter that summarizes negotiating progress

gap-filler provisions

UCC rules for supplying missing terms

output contract

obligates the seller to sell all of his output to the buyer, who agrees to accept it

requirements contract

obligates a buyer to obtain all of his needed goods from the seller

mirror image rule

requires that acceptance be on precisely the same terms as the offer

mailbox rule

acceptance is generally effective upon dispatch. terminations are effective when received


any action that a party was not legally required to take in the first place


refraining from doing something that one has a legal right to do

liquidated debt

a debt in which there is no dispute about the amount owed

unliquidated debt

a debt that is disputed because the parties disagree over its existence or amount

accord and satisfaction

a completed agreement to settle a debt for less than the sum claimed


a court order that requires someone to do something or refrain from doing something

expectation damages

the money required to put one party in the position she would have been in had the other side performed the contract

specific performance

forces both parties to complete the deal

liquidated damages clause

a provision in the contract that declares in advance what one party will receive if the other side breaches


a legal right in something

direct damages

are those that flow directly from the contract

consequential damages

are those resulting from the unique circumstances of the injured party

incidental damages

relatively minor costs that the injured party suffers when responding to the breach


to make a good faith purchase of goods similar to those in the contract

reliance interest

puts the injured party in the position he would have been in had the parties never entered into a contract

restitution interest

is designed to return to the injured party a benefit he has conferred on the other party


to 'undo' a contract and put the parties where they were before they made the agreement


a process in which a court will partially rewrite a contract


to keep damages as low as reasonable

nominal damages

a token sum, such as one dollar, given to a plaintiff who demonstrates a breach but no serious injury

liquidated damages

a clause stating in advance how much a party must pay if it breaches