Contract Law Overview

Vocabulary flashcards covering key concepts in contract law.

Contract (K)

A promise or set of promises enforced by law; a legally enforceable agreement.

Mutual assent

A meeting of the minds demonstrated by an offer and valid acceptance.

Consideration

A bargained-for exchange of legal value between parties.

Void contract

A contract that never had any legal effect.

Voidable contract

A contract that one or both parties may elect to void.

Unenforceable contract

An otherwise valid contract that cannot be enforced due to a defense.

Bilateral contract

An exchange of mutual promises where both parties are promisors and promisees.

Unilateral contract

A contract where the offer requires performance as the sole manner of acceptance.

Quasi-contract

A restitution remedy designed to prevent unjust enrichment; not a formal contract but implies a contract.

Common law

A body of law that applies to most contracts except sales of goods.

UCC Article 2

The Uniform Commercial Code section that governs the sale of goods.

Mixed contracts

Contracts involving both goods and services, where the predominant purpose dictates applicable law.

Duty of good faith

An obligation to perform and enforce a contract in good faith imposed on parties.

Offer

An objective manifestation of present intent to contract shown by a promise or commitment.

Objective manifestation

Demonstrates a reasonable expectation that an offeror is willing to enter into a contract.

Definite and certain terms

Terms included in an offer must be sufficient for a court to enforce the contract.

Communication to an offeree

The offeree must know of the offer and have the power to accept it.

Termination of offer

An offer may be terminated by an act of a party or by operation of law.

Revocation

The offeror's withdrawal of an offer before it is accepted.

Rejection

Offeree's refusal of an offer, terminating the offer and the power of acceptance.

Counteroffer

A response that terminates the original offer and becomes a new offer.

Conditional acceptance

An acceptance that introduces new terms, thereby rejecting the original offer.

Mirror Image Rule

An acceptance must exactly match the terms of the offer without changes.

Acceptance by shipment

A merchant can accept an offer to buy goods by either promise to ship or by shipping conforming goods.

Mailbox Rule

Offers and acceptances transmitted via mail become effective upon dispatch or receipt.

Unilateral K

A contract in which one party is obligated to perform once the other party has performed.

Material breach

A breach that substantially deprives the other party of the benefit they bargained for.

Conditions

Agreed limitations on performance in a contract.

Conditions precedent

Conditions that must occur before performance is due.

Anticipatory repudiation

When one party clearly indicates they will not perform under the contract.

Restitution

Damages awarded to prevent unjust enrichment, based on the value of the benefit conferred.

Liquidated damages

Damages specified in a contract that are agreed upon in advance.

Third-party beneficiary (TPB)

A third party that benefits from a contract between other parties.

Assignment

The transfer of rights under a contract to a third party.

Delegation

The act of one party transferring the duties owed under a contract to another party.

Promissory estoppel

A legal principle that enforces a promise even when there is no formal contract.

Incapacity

A defense to contract formation where one party lacks the legal ability to enter into a contract.

Statute of Frauds

A legal doctrine requiring certain contracts to be in writing to be enforceable.

Illegality

A defense to contract enforcement if the subject matter of the contract is illegal.

Misrepresentation

False statements made that induce a party to enter into a contract.

Unconscionability

An affirmative defense to a contract that is unfair or oppressive.

Mistake

A misunderstanding concerning a fact that can affect the validity of a contract.

Parol Evidence Rule

Rule that excludes extrinsic evidence that contradicts the written terms of a contract.

Perfect Tender Rule

The requirement that a seller’s performance must conform exactly to what is specified in the contract.

Implied warranty of merchantability

Warranties that goods are fit for ordinary purpose.