Contracts, Performance & Employment Law – Key Vocabulary

These vocabulary flashcards cover core terms from contract formation, performance and breach, as well as key federal employment and discrimination laws discussed in the lecture notes.

Consideration

The bargained-for exchange of value that each party gives up to form a binding contract.

Unilateral Contract

A contract in which one party makes a promise and the other party’s consideration is performance of an act.

Pre-existing Obligation

A duty one already owes; it cannot serve as valid consideration for a new promise.

Past Consideration

A benefit conferred before a promise is made; not valid consideration.

Promise to Make a Gift

A gratuitous promise lacking a bargained-for exchange and therefore unenforceable.

Promissory Estoppel

Equitable doctrine allowing enforcement of a promise without consideration when reliance causes detriment.

Capacity

A party’s legal ability to be bound by a contract (lacking for minors, intoxicated, or mentally impaired persons).

Necessaries

Essential items (food, clothing, shelter, medical care) for which a minor remains liable even after disaffirming a contract.

Statute of Frauds

Law requiring certain contracts (e.g., land, collateral promises, >1-year, goods ≥$500) to be in writing.

Collateral Promise

A promise to pay another’s debt; must be in writing under the Statute of Frauds.

Meeting of the Minds

Mutual assent; absence due to fraud, mistake, duress, or undue influence voids enforcement.

Fraud

Intentional misrepresentation of fact, relied upon, causing injury; renders a contract voidable and supports damages.

Innocent Misrepresentation

False statement made without intent to deceive but relied upon; contract is voidable by injured party.

Mutual Mistake

Both parties misunderstand a material fact; either may rescind the contract.

Unilateral Mistake

Only one party is mistaken about a material fact; usually no remedy.

Duress

Use of force or threat (physical or economic) to compel agreement; contract is voidable.

Undue Influence

Improper persuasion by one in a position of trust, making contract voidable.

Parol Evidence Rule

Bars prior or contemporaneous oral statements that vary a complete written contract.

Condition Precedent

Event that must occur before a party’s duty to perform arises.

Condition Subsequent

Future event that, if it occurs, excuses an existing duty to perform.

Express Condition

Condition explicitly stated in the contract controlling performance.

Implied Condition

Unstated condition inferred from the nature of the agreement or conduct.

Concurrent Conditions

Mutual duties that must be performed simultaneously.

Complete Performance

Full compliance with contractual duties; entitles party to counter-performance.

Substantial Performance

Performance falling short in minor respects; other party must perform but may claim damages.

Material Breach

Significant failure to perform; excuses the other party and permits damages.

Force Majeure Clause

Negotiated provision excusing or delaying performance if extraordinary, uncontrollable events occur.

Impossibility

Common-law doctrine excusing performance when objectively impossible or illegal.

Frustration of Purpose

Unforeseen event destroys the contract’s central purpose; party is discharged.

Commercial Impracticability

UCC doctrine discharging a seller when performance becomes extremely difficult or costly beyond expectations.

Compensatory Damages

Monetary award placing the non-breaching party in the position as if the contract were performed.

Consequential Damages

Foreseeable losses flowing from the breach’s downstream impact (e.g., lost profits).

Liquidated Damages

Pre-agreed sum payable upon breach, enforceable if a reasonable forecast of loss.

Duty to Mitigate

Obligation of the injured party to take reasonable steps to limit damages.

Specific Performance

Equitable remedy ordering actual performance, typically for unique goods or land.

Injunction

Court order requiring a party to do or refrain from a particular act.

Rescission

Equitable remedy canceling a contract and restoring parties to pre-contract positions.

Title VII

Federal law prohibiting employment discrimination based on race, color, religion, sex, or national origin.

Equal Employment Opportunity Commission (EEOC)

Federal agency that investigates and enforces Title VII claims.

Disparate Treatment

Intentional employment discrimination against a protected class.

Disparate Impact

Neutral policy causing disproportionate harm to a protected class without intent.

Bona Fide Occupational Qualification (BFOQ)

Defense allowing discrimination when a protected trait is reasonably necessary to job performance (never race/color).

Retaliation

Adverse employment action taken because an individual opposed or reported discrimination.

Pregnancy Discrimination Act

Amendment to Title VII requiring equal treatment of pregnancy-related conditions.

Equal Pay Act

Law requiring equal wages for men and women performing substantially equal work under similar conditions.

Bostock v. Clayton County

2020 Supreme Court case holding that firing for being gay or transgender violates Title VII sex discrimination protections.

Age Discrimination in Employment Act (ADEA)

Statute banning employment discrimination against individuals aged 40 and over.

Americans with Disabilities Act (ADA)

Prohibits disability discrimination and mandates reasonable accommodations for qualified individuals.

Reasonable Accommodation

Adjustment enabling a disabled or religious employee to perform essential job functions without undue hardship to employer.

Employment at Will

Doctrine allowing termination of employment by either party at any time for any lawful reason.

Fair Labor Standards Act (FLSA)

Federal law setting minimum wage, overtime pay, record-keeping, and child-labor standards.

Minimum Wage

Statutory lowest hourly pay (federal $7.25, higher state rate prevails).

Overtime Pay

1.5 times regular rate for hours worked beyond 40 in a workweek under FLSA.

Exempt Employee

Worker (e.g., executive, professional) not entitled to FLSA overtime protections.

Nonexempt Employee

Worker covered by FLSA overtime and minimum wage provisions.

Family and Medical Leave Act (FMLA)

Requires up to 12 weeks of unpaid leave for specified family or medical reasons for eligible employees.

Workers’ Compensation

State system providing no-fault wage replacement and medical benefits for job-related injuries.

Exclusive Remedy Rule

Employees generally may not sue employers for workplace injuries outside the workers’ compensation system.