Business Law, Chapter 20: "Sales and Lease Contracts" flash cards

Sales Contract

(20-2a) A contract for the sale of goods under which the ownership of goods is transferred from a seller to a buyer for a price.

Sale

(20-2a) The passing of title (evidence of ownership rights) from a seller to a buyer for a price.

Tangible Property

(20-2a) Property that has physical existence and can be distinguished by the senses of touch, sight, and so on (ex., a car).

Intangible Property

(20-2a) Property that is incapable of being apprehended by the senses (such as by sight or touch; ex., intellectual property).

Predominant-Factor Test

(20-2a) A test courts use to determine whether a contract is primarily for the sale of goods or for the sale of services.

Merchant

(20-2a) A person who is engaged in the purchase and sale of goods. Under the Uniform Commercial Code, a person who deals in goods involved in the sales contracts.

Lease

(20-2b) An agreement to which one person (lessor) agrees to transfer the right to the possession and use of property to another person (lessee) in exchange for rental payments.

Lessor

(20-2b) A property owner who allows others to use their property in exchange for payment.

Lessee

(20-2b) A person who pays for the use or possession of another’s property.

Requirements Contract

(20-3a) An agreement in which a buyer agrees to purchase and the seller agrees to sell all or up to a stated amount of what the buyer needs or requires.

Output Contract

(20-3a) An agreement in which a seller agrees to sell and a buyer agrees to buy all or up to a stated amount of what the seller produces.

Firm Offer

(20-3a) An offer (by a merchant) that is irrevocable without consideration for a period of time (not longer than three months). The offer must be in writing and signed by the offeror.

Seasonably

(20-3b) Within a specified time period or, if no specification, in a reasonable time.

Fully Integrated Contract

(20-3e) A contract that completely sets forth all the terms and conditions agreed to by the parties and is intended as a final statement of their agreement.

Course of Dealing

(20-3e) Prior conduct between parties to a contract that establishes a common basis for their understanding.

Usage of Trade

(20-3e) Any practice or method of dealing having such regularity of observance in a place, vocation, or trade as to justify an expectation that it will be observed with respect to the transaction in question.

Course of Performance

(20-3e) The conduct that occurs under the terms of a particular agreement. Such conduct indicates what the parties to an agreement intended it to mean.

Choice-of-Language Clause

(20-4b) A clause in a contract designating the official language by which the contract will be interpreted in the event of a future disagreement over the contract’s terms.

Choice-of-Forum Clause

(20-4b) A clause that designates the forum (i.e., court) in which any disputes that arise under the contract will be litigated.

Choice-of-Law Clause

(20-4b) A clause in a contract designating the law (such as the law of a particular state or nation) that will govern the contract.

Force Majeure Clause

(20-4b) A provision in a contract stipulating that certain unforeseen events (e.g., war, political upheavals, acts of God) will excuse a party for nonperformance of contractual obligations.