law 2

Vocabulary flashcards covering legal contract definitions, UCC provisions, consideration, elements, and defenses derived from the lecture notes.

Contract

A legally enforceable agreement.

Offer

A clear proposal by one party to create a contract by accepting specific terms, sent verbally or in writing.

Acceptance

An indication of agreement to terms by saying yes, nodding, signing, or doing something a reasonable person would understand to mean acceptance.

Consideration

The inducement, price, or promise that causes a person to enter into a contract and forms the basis for the parties' exchange.

Legality

The requirement that contract parties are adults of sound mind and the subject matter of the contract is legal.

Performance and discharge

When a party fully accomplishes what the contract requires.

Remedies

Money or other relief awarded by a court to a party injured by a breach of contract.

Bilateral contract

A contract in which both parties make a promise (an exchange made in exchange for another promise).

Unilateral contract

A contract in which one party makes a promise that the other party can accept only by actually doing something.

Executor 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 obligation.

Valid contract

An agreement that satisfies all of the law's requirements.

Unenforceable agreement

An agreement in which the parties intend to form a valid bargain, but a court decides that some rule of law prevents enforcing it.

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

A contract in which two parties explicitly state all of the important terms of their agreement.

Implied contract

A contract in which the words and conduct of the parties indicate that they intended an agreement.

Uniform Commercial Code (UCC)

Created in 1952 to facilitate easy formation and enforcement of contracts in a fast-paced world, governing many aspects of commercial transactions.

UCC Article 2

Governs the sale of goods where the primary purpose of the transaction was the sale of goods.

Goods

Anything moveable, except for money, securities, and certain legal rights.

Promissory Estoppel

A legal rule that lets a court enforce a promise even without a written contract if someone reasonably relied on it and suffered a real loss.

Quasi Contract

A remedy where a court treats an arrangement as if a contract existed to prevent unjust enrichment when the defendant received an uncompensated benefit.

Meeting of the minds

The context in which courts focus on the parties' actual words and conduct to determine how a reasonable person would interpret them.

Offeror

The person who makes an offer.

Offeree

The person to whom an offer is made.

Letter of intent

A letter that summarizes the main points of a negotiation or proposed contract.

Definiteness

The requirement that an offer must have terms definite enough for a court to determine whether a breach occurs.

Revocation

When an offeror takes back an offer before the offeree accepts.

Rejection

When an offeree clearly indicates that it does not want to take the offer, immediately terminating it.

Expiration

Termination of an offer when a specified time limit for acceptance passes.

Operation of law (offer termination)

Automatic and immediate termination of an offer if the offeror dies or becomes mentally incapacitated, or if the subject matter is destroyed.

Counteroffer

A different proposal made in response to an original offer.

Mirror image rule

Requires that acceptance be on precisely the same terms as the offer.

UCC 2-207

Modifies the mirror image rule for the sale of goods by adding or changing terms for a contract.

Value (element of consideration)

Requires each party to receive legal benefit and incur a legal detriment of measurable value in exchange.

Bargained for exchange

A mutual agreement where each person gives up something of value to get a return promise or action.

Act (as consideration)

When parties commit an act by doing something they were not legally required to do in the first place.

Forbearance

Refraining from doing something that one has a legal right to do.

Hamer v. Sidway

Established that forbearance of a legal right constitutes valid consideration for an enforceable contract.

Noncompete agreement

A contract in which one party agrees not to compete with another in a stated type of business.

Exculpatory clause

A contract clause that attempts to release one party from liability in the event the other is injured.

Procedural unconscionability

Focuses on oppression or unfair surprises where a stronger party uses superior power to force an unfavorable contract on a weaker party.

Substantive unconscionability

Refers to contract terms that are overly harsh or unfairly one-sided.

Capacity

The legal ability to enter into a contract.

Rescind

To cancel a contract.

Disaffirm

To give notice of refusal to be bound by an agreement.

Restitution

Restoring the other party to its original position.

Fraud

An intentional or reckless material misrepresentation of fact that the injured party justifiably relies upon.

Unilateral mistake

Occurs when only one party enters a contract under a mistaken assumption.

Mutual mistake

Occurs when both contracting parties make the same mistake regarding a fundamental factual error.

Duress

An improper threat made to force another party to enter into a contract when the victim had no reasonable alternative.

Undue influence

When someone uses their power, trust, or unfair pressure to trick or force another person into making a decision they would not normally make.

Statute of Frauds

Requires certain agreements (involving land, performance over one year, debt of another, executors, marriage, and goods over $500$) to be in writing to be enforceable.

Collateral promise

When one person agrees to pay the debt of another as a favor to that debtor.

Reasonable certainty

Having enough proof or reliable estimate to make a fair logical decision without needing 100% proof.

Uniform Electronic Trasncation Act (UETA)

Declares that electronic contracts and signatures are as enforceable as those on paper.

Electronic Signature In Global and National Commerce Act (E-SIGN)

A federal statute declaring that contracts cannot be denied enforcement simply because they are in electronic form.

UCC 2-201(1)

Basic rule stating that a contract for the sale of goods worth $500$ or more is not enforceable unless written and signed by the defendant.

Parol evidence

Refers to anything that was said, done, or written before the parties signed the agreement or as they signed it.

Parol evidence rule

Rule stating that when two parties make an integrated contract, neither one may use parol evidence to contradict, vary, or add to its terms.

Integrated contract

A writing that the parties intend as the final, complete expression of their agreement.

Integration clause

A statement clearly proclaiming that a writing is the full and final expression of the parties' agreement.