Business Law: Contracts

Front 1

contract

Back 1

a legally enforceable agreement

Front 2

elements of a contract

Back 2

-offer

-acceptance

-consideration

-legality

-capacity

-consent

-writing

Front 3

noncompetition agreement

Back 3

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

Front 4

bilateral contract

Back 4

a promise made in exchange for another promise

Front 5

executory contract

Back 5

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

Front 6

executed contract

Back 6

an agreement in which all parties have fulfilled their obligations

Front 7

voidable contract

Back 7

an agreement that may be terminated by one of the parties

Front 8

void agreement

Back 8

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

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express contract

Back 9

an agreement with all the important terms explicitly stated

Front 10

promissory estoppel

Back 10

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

Front 11

quasi-contract

Back 11

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

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quantum meruit

Back 12

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

Front 13

offer

Back 13

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

Front 14

offeror

Back 14

the person who makes an offer

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offeree

Back 15

the person to whom an offer is made

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letter of intent

Back 16

a letter that summarizes negotiating progress

Front 17

gap-filler provisions

Back 17

UCC rules for supplying missing terms

Front 18

output contract

Back 18

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

Front 19

requirements contract

Back 19

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

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mirror image rule

Back 20

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

Front 21

mailbox rule

Back 21

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

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act

Back 22

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

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forbearance

Back 23

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

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liquidated debt

Back 24

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

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unliquidated debt

Back 25

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

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accord and satisfaction

Back 26

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

Front 27

injunction

Back 27

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

Front 28

expectation damages

Back 28

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

Front 29

specific performance

Back 29

forces both parties to complete the deal

Front 30

liquidated damages clause

Back 30

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

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interest

Back 31

a legal right in something

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direct damages

Back 32

are those that flow directly from the contract

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consequential damages

Back 33

are those resulting from the unique circumstances of the injured party

Front 34

incidental damages

Back 34

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

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cover

Back 35

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

Front 36

reliance interest

Back 36

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

Front 37

restitution interest

Back 37

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

Front 38

rescission

Back 38

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

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reformation

Back 39

a process in which a court will partially rewrite a contract

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mitigate

Back 40

to keep damages as low as reasonable

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nominal damages

Back 41

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

Front 42

liquidated damages

Back 42

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