Untitled Flashcard Set

common law doctrine

Primary source of law that has developed from judicial decisions.

primary source of law

Laws enacted by legislatures or established by judicial decisions.

secondary source of law

Legal explanations or interpretations that discuss and analyze primary laws.

revocation

The act of taking back an offer.

counter offer

An offer made in response to another, effectively rejecting the original offer.

option contract

An irrevocable offer that remains open for a specified time, typically in exchange for a payment.

agreement

The mutual understanding between parties, consisting of an offer and acceptance.

consideration

Something of value exchanged by both parties in a contract.

contractual capacity

The legal ability of a party to enter into a contract.

legality

The requirement that a contract must have a lawful purpose.

void

A term describing a contract that is not enforceable by law.

voidable

A contract that one party can legally withdraw from.

usury

The illegal practice of charging more interest than is permitted by law.

unilateral contract

A contract where one party makes a promise in exchange for an act.

bilateral contract

A contract formed by mutual promises made between two parties.

mailbox rule

The rule stating acceptance is effective once the acceptance is sent.

Uniform Commercial Code (UCC)

A set of model laws adopted by all 50 states governing commercial transactions.

shipment contract

A sales contract indicating that title passes when the goods are delivered to the carrier.

destination contract

A contract stating that title passes only when the goods arrive at a specified destination.

UCC open terms

Allows for contracts to be filled in with reasonable terms when certain terms are left open.

substantial performance of a contract

A situation where minor omissions do not prevent enforcement of a contract.

discharge by novation

The replacement of one party in a contract with another.

discharge by accord and satisfaction

An agreement to settle a debt for less than the owed amount.

discharge by statute of limitations

A dismissal of a case due to the expiration of the time limit to bring a lawsuit.

discharge by impossibility of performance

A situation where fulfilling the contract is impossible.

mutual rescission

An agreement between all parties to cancel the contract.

tender of delivery

The act of making goods available to the buyer in a reasonable manner.

insolvent

A term describing a person or entity that cannot pay their debts.

perfect tender rule

Requires that goods delivered exactly match the contract specifications.

right to cure

Allows a seller to correct a defect before the deadline of the contract.

compensatory damages

Damages awarded to restore a party to the position they were in before the contract was breached.

consequential damages

Damages that result from special circumstances beyond the immediate contract.

nominal damages

Symbolic damages awarded when a breach occurs without measurable harm.

liquidated damages

Pre-determined damages specified in the contract in case of a breach.

punitive damages

Damages intended to punish the breaching party.

statement of opinion

A subjective assertion or belief rather than a factual statement.

express warranty

An explicit promise about the quality or nature of a product.

as is

A term indicating that the seller provides no warranties regarding the goods.

warranty disclaimers

Statements made to negate or limit the warranties offered.

warranty of title

A guarantee that the seller has legal title to the goods.

implied warranty

An unwritten guarantee that the product meets certain standards.

warranty of merchantability

A guarantee that goods are fit for the ordinary purposes for which they are sold.

mechanic's lien

A legal claim against a property for unpaid work on that property.

artisan's lien

A lien on movable property for work performed on that property.

judgment lien

A lien resulting from a court judgment against a debtor.

writ of attachment

A court order to freeze a debtor's assets.

writ of execution

An order directing the seizure of a debtor's property to satisfy a judgment.

garnishing wages

The legal process of deducting money from an employee's paycheck to pay debts.

surety

A co-signer who is primarily liable for a debt.

guarantor

A co-signer who is only secondarily liable and pays if the principal debtor defaults.

right of subrogation

The right of a surety to step into the creditor's position after paying the debt.

right to reimburse

The right of a surety to be repaid by the principal debtor.

right of contribution

The right of co-sureties to share the burden of debt repayment.

bankruptcy

A legal proceeding allowing a debtor to reorganize or eliminate debts.

secured loan

A loan backed by collateral that the lender can seize if the loan is not repaid.

unsecured creditor

A creditor without collateral, relying only on the debtor's promise to pay.

material modification

Changing the terms of a contract without the consent of all parties.

payment or tender of debt

A defense in which a debtor shows that they offered payment and it was refused.

Chapter 7 bankruptcy

A liquidation bankruptcy allowing for discharge of most debts.

means test

An assessment to qualify for Chapter 7 bankruptcy based on income.

credit counseling requirement

Mandated financial counseling for debtors before filing Chapter 7.

voluntary Chapter 7 filing

Can be filed by individuals and certain businesses.

non-voluntary bankruptcy restrictions

Certain entities like banks cannot file for bankruptcy voluntarily.

Chapter 11 bankruptcy

A form of bankruptcy allowing businesses to reorganize while remaining operational.

automatic stay

A legal halt to all actions by creditors following a bankruptcy filing.

trustee appointment

A court-appointed individual to oversee a bankrupt estate.

bankruptcy exemptions

Assets that debtors are allowed to keep in bankruptcy.

non-exempt bankruptcy assets

Items like collectibles and luxury items that can be seized.

reaffirmation of debt

Renewing an obligation to repay a debt during bankruptcy.

non-dischargeable debts

Debts that cannot be eliminated through bankruptcy.

discharge revocation for fraud

The court can annul a discharge if it was obtained fraudulently.

small business exception

A provision permitting certain small businesses to avoid certain liabilities.

cram down provision

A bankruptcy procedure allowing a court to impose a payment plan.

joint liability

Shared responsibility among partners for obligations.

Uniform Partnership Act

Legislation that governs partnerships in the absence of an agreement.

dissociation

The removal of a partner from a partnership.

shareholders

Individuals or entities owning shares in a corporation.

members

Individuals in a Limited Liability Company (LLC).

directors

Members of a board responsible for overseeing a corporation.

C Corporation

A legal entity that incurs corporate taxes and provides limited liability.

S Corporation

A corporation with pass-through taxation, avoiding double taxation.

LLC

A limited liability company providing flexibility and limited liability to its members.

sole proprietorship

A business owned and operated by a single individual with personal liability.

general partnership

A business structure where all partners are personally liable.

foreign corporation

A corporation formed in one state but doing business in another.

public corporation

Government-owned entities.

publicly held corporation

A company with shares available for public trading.

nonprofit corporation

An organization formed for a purpose other than profit.

closed corporation

A corporation that elects to be taxed under S rules.

piercing the corporate veil

Holding individuals personally liable for corporate debts due to fraud.

Federal Trade Commission Act

Regulates unfair advertising practices.

half-truth

A statement that omits key information, leading to a misleading impression.

bait and switch

Advertising one product but offering another to trick consumers.

puffery

Claims in advertising that are exaggerated or subjective.

Lanham Act false advertising claims

Requires proof that false statements influenced purchasing decisions.

Telephone Consumer Protection Act

Restricts unsolicited telephone solicitations.

Telemarketing and Consumer Act

Mandates accurate disclosure of products in telemarketing.

cooling off laws

Rights allowing consumers to cancel door-to-door sales agreements within specific days.

Telephone Order Merchandise Rule

Requires sellers to provide shipping estimates for products sold over the phone.

Truth in Lending Act

Mandates disclosure regarding credit terms.