MULISTATE barbri contracts

Contract

A promise or set of promises for which the law provides a remedy or recognizes as a duty.

Mutual Assent

Agreement on the same bargain at the same time, often referred to as a 'meeting of the minds'.

Offer

A manifestation of intent to enter into a contract with definite and certain terms communicated to the offeree.

Acceptance

A manifestation of assent to the terms of an offer, typically must be communicated to the offeror.

Consideration

Something of legal value exchanged between parties in a contract; it must be a bargained-for exchange.

Unilateral Contract

A contract in which the offeror requests performance rather than a promise.

Bilateral Contract

A contract consisting of an exchange of mutual promises.

Void Contract

A contract that is totally without any legal effect from the beginning.

Voidable Contract

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

Unenforceable Contract

A valid contract that may not be enforced due to various defenses outside of contract formation.

Merchant

A person who regularly deals in goods of the kind sold or holds himself out as having special knowledge or skill.

Good Faith

An obligation of honesty and observance of reasonable commercial standards in a contract.

Express Contract

A contract expressed in clear and specific language, whether oral or written.

Implied Contract

A contract formed by the conduct of the parties, indicating an agreement to the terms.

Quasi-Contract

An obligation imposed by law to prevent unjust enrichment, despite no actual contract existing.

Counteroffer

An offer made in response to an original offer, which serves as a rejection of the original offer.

Revocation

The retraction of an offer by the offeror, effectively terminating the offer.

Term of Delivery

Specification within a contract regarding the obligations and location of delivery.

Perfect Tender Rule

The requirement under UCC that goods delivered must perfectly conform to the contract.

Anticipatory Repudiation

A situation in which a party indicates they will not perform their contractual duties before the performance is due.

Statute of Frauds

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

Unconscionability

A doctrine allowing a court to refuse enforcement of a contract to avoid unfair terms.

Third-Party Beneficiary

A person who benefits from a contract between two other parties and may have rights under that contract.

Assignment of Rights

The transfer of rights under a contract from one party to another.

Delegation of Duties

The transfer of contractual duties from one party to another.

Expectation Damages

Compensatory damages awarded to place the injured party in the position they would have been in had the contract been performed.

Reliance Damages

Damages awarded to reimburse a party for costs incurred based on their reliance on a contract.

Consequential Damages

Damages that result from special circumstances beyond the contract itself, which must be foreseeable.

Incidental Damages

Minor damages that occur as a direct result of a breach of contract.

Material Breach

A breach that results in significant harm to the non-breaching party, allowing them to end the contract.

Minor Breach

A breach that does not significantly affect the benefits of the contract, allowing the non-breaching party to recover damages without terminating the contract.

Condition Precedent

A condition that must occur before a party's duty to perform arises.

Condition Concurrent

Conditions that are to occur simultaneously and are mutual to both parties' obligations.

Condition Subsequent

A condition that, if it occurs, discharges an already existing duty.

Express Condition

An explicit provision in a contract that outlines a condition necessary for a party's performance.

Constructive Condition

An implied condition that is not expressly stated in the contract but is inferred from the nature of the obligations.

Promissory Estoppel

A legal doctrine that enforces a promise made without consideration when reliance on that promise was reasonable.

Frustration of Purpose

A doctrine whereby a party may be excused from performance due to unforeseen circumstances that undermine the contract's purpose.

Equitable Remedies

Court-ordered remedies other than monetary damages, such as specific performance or injunctions.

Specific Performance

An order by the court requiring a party to perform their obligations under a contract.

Liquidated Damages

Predetermined damages specified within a contract that will be owed in the event of a breach.

Account Stated

An agreement where the parties agree on a balance due from one to the other, merging prior transactions.

Reformation

The process of modifying a written contract to reflect the true intentions of the parties due to mistakes in language or misunderstanding.

Quasi-Contractual Recovery

Recovery for the reasonable value of benefits conferred when no enforceable contract exists.

Mitigation of Damages

The obligation of a party to minimize their losses after a breach of contract.

Merger Clause

A clause in a contract stating that the written document constitutes the complete agreement between the parties.

Gap Fillers

Provisions under the UCC that provide reasonable terms to fill in missing contract components, like price or delivery.

Escrow Agreement

An agreement between parties where a third party temporarily holds assets until conditions of the contract are fulfilled.

Boilerplate Contract Language

Standard provisions found in agreements that are often non-negotiable and typically included in contracts.

UCC Article 2

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

Rights and Duties of Third Parties

Legal implications regarding individuals who are not party to a contract but may have rights or responsibilities arising from it.

Preexisting Duty Rule

The principle that an obligation already owed cannot constitute valid consideration for a new promise.

Equitable Conversion

A principle that renders the buyer of real property as the true owner for many purposes once a contract has been signed.

Creditor Beneficiary

A third-party beneficiary whose rights under a contract are intended to satisfy a debt.

Donee Beneficiary

A third-party beneficiary intended to receive a gift or benefit under the terms of a contract.

Estoppel

A legal principle preventing a party from arguing something contrary to a claim made or implied by their previous actions.

Statute of Limitations

The time period in which a legal action may be initiated.

Power of Attorney

A legal document granting one person authority to act on behalf of another.

Restitution

The return of benefits received to prevent unjust enrichment.

Waiver

The voluntary relinquishment of a known right.

Negligence Rules

Laws governing compensation for harm caused by failure to perform to expected legal standards.

Warranty of Merchantability

An implied guarantee that goods are of average acceptable quality and generally fit for the purpose sold.

Implied Warranty of Fitness for a Particular Purpose

A warranty that guarantees goods will fit the buyer’s specific use provided the seller knows the intended purpose.

Call for Performance

A demand for compliance with the terms set in the contract.

Indemnification Clause

A contract provision requiring one party to compensate the other for certain damages or losses.

Termination Clause

A provision that outlines conditions under which a contract may be ended.

Fees and Costs Recovery Provision

Clauses that outline responsibilities for covering legal fees and related costs in case of a dispute.

Priority of Contract Terms

The order of importance given to terms in a contract, determining which take precedence.

Commercial Unit

A unit of goods that is treated as a whole for purposes of sale.

Force Majeure Clause

A contractual provision that frees both parties from liability or obligation when an extraordinary event prevents one or both of them from fulfilling their contractual obligations.

Tender of Delivery

A seller's act of putting and holding conforming goods at the buyer's disposal.

Electronic Signature

A signature in electronic form that is legally equivalent to a handwritten signature.

Written Confirmation

A document sent in writing to formalize an oral agreement or acknowledge terms discussed.

Binding Agreement

An agreement that is legally enforceable.

Indicio of Intent

Evidence that indicates a person's intention to enter into a contract.

Auction Contract

A type of contract formed during an auction where bids are made.

Nonconforming Goods

Goods that fail to meet the specifications outlined in a contract.

Right to Cure

A seller's right to correct a defect in a contractual obligation before further action is taken.

Contractual Assignment

The act of transferring rights or obligations under a contract.

Rights of Third Parties

The legal rights granted to parties who are not directly involved in a contract.

Disaffirmance

The legal ability of a party, such as a minor, to void a contract.

Impossibility of Performance

A defense against a breach of contract that indicates that circumstances have made fulfilling the contract impossible.

Restoration of Rights

The process of reinstating a party's legal rights after certain conditions are fulfilled.

Offer vs. Invitation to Treat

The distinction between a formal offer to contract and an indication that one is willing to negotiate terms.

Merchant's Firm Offer

An offer made by a merchant in a signed writing that assures it will remain open for a stated time.

Intention to Create Legal Relations

A fundamental principle in contract law that parties must intend to enter legal obligations.

Incorporation by Reference

A method where one document is included as part of another document by mentioning it.

Duties in Delegation

Responsibilities transferred from one party to another in a delegation.

Settlement Agreement

An agreement reached between parties to settle a dispute prior to or after a contractual breach.

Counteroffer as Rejection

An offer made by the offeree in response to an original offer which serves to reject the original offer.

Limitation of Liability Clause

A provision that limits a party's liability under specific circumstances.

Choice of Law Clause

A contract provision specifying which jurisdiction's laws will apply in interpreting the contract.

Implied Terms

Terms not specifically stated but assumed to exist within a contract based on the nature of the agreement and circumstances.

Restitutionary Damages

Damages based on the value of benefits conferred as a means of preventing unjust enrichment.

Legal Capacity

The ability of an individual to enter into a legal contract.

Acceptance Validity

The conditions under which an acceptance of an offer is considered legally binding.

Confirmation of Sale

A communication verifying that a sale has taken place and binding terms are acknowledged.

Expectation Measure of Damages

A method of calculating damages based on the expected benefit or value that a party expected to receive.

Caveat Emptor

A principle meaning 'let the buyer beware,' which places the burden on buyers to perform due diligence.

Capacity to Contract

The legal ability of an individual or entity to enter into a contract.