Contract and Tort Law - Terms

Acceptance

"Manifestation of assent in the manner requested or authorized by the offeror."

Accord and satisfaction

"A special agreement in which the parties to a disputed contract agree to new terms in exchange for forbearing to sue under the original contract."

Agent

"A person authorized to act for and on behalf of another (the principal) in entering into contracts with third parties."

Ambiguity

"A contract provision with multiple interpretations."

Antenuptial agreement

"A contract entered into prior to marriage determining the parties' rights on dissolution of the marriage; must be in writing to be enforceable."

Anticipatory breach

"Positive, unconditional, and unequivocal words that a party intends to breach its contractual obligations.”

Arbitration

"A nonjudicial method of resolving legal disputes."

Artificial intelligence (AI)

"Computer generated programs that can perform some human algorithmic thinking."

Assignee

"The transferee of contractual rights."

Assignment

"The transference of contractual rights by the promisee to a third party."

Assignor

"The transferor of a contractual right."

Attachment

"The time a security interest becomes an inchoate right under Article IX of the UCC."

Auction with reserve

"Parties have the right to revoke any time before the gavel comes down."

Auction without reserve

"The property owner relinquishes the right to revoke."

Authentication

"The process of proving the genuineness of a contract in court."

Battle of the forms

"Difference in forms used by merchants for sales agreements pursuant to Article II of the UCC."

Benefit conferred

"An advantage or gain received by a party

Best evidence rule

"Rule stating that the best evidence of a written agreement is the original of that agreement."

Bilateral contract

"A promise for a promise."

Breach

"Breaking one's contractual promise."

Breach of contract

"Failure of a promisor to fulfill a contractual obligation."

Business record exception

"Exception to the hearsay doctrine whereby a document kept in the regular course of business

Caveat emptor

"Let the buyer beware."

Caveat venditor

"Let the seller beware."

Charitable subscription

"A promise to donate to a charity

Children of tender years

"Children between the ages of 7 and 14."

Choice of law

"A contract clause specifying which jurisdiction's law will govern disputes arising under the contract."

CIF

"Cost of insurance and freight."

Class

"A group of persons identified as a group rather than as named individuals."

COD

"Cost on delivery; the moment when risk passes to the buyer."

Collateral

"Property that is the subject of a security agreement under Article IX of the UCC."

Compensatory damages

"Standard measure of damages; puts the injured party in the same position he would have been in had the contract been fulfilled."

Condition

"A fact or event

Condition concurrent

"Promise to perform and performance occur simultaneously."

Condition precedent

"A fact or event that creates an absolute duty to perform."

Condition subsequent

"A fact or event that extinguishes an absolute duty to perform."

Conditional promise

"A promise dependent on the happening or non-happening of some event."

Consequential damages

"Damages above the standard measure due to special losses occasioned by the breach."

Consideration

"A benefit conferred or a detriment incurred; a basic requirement of every valid contract."

Consignment contract

"An agreement whereby risk of loss to the subject goods remains with the seller until the buyer resells the goods."

Constructive condition

"An implied-in-fact condition."

Contract

"A legally enforceable agreement between two or more parties in which each agrees to give and receive something of legal value."

Contract of adhesion

"A contract entered into where one party has an unfair bargaining advantage; voidable."

Contractual capacity

"The legal ability to enter into a contractual relationship."

Contractual intent

"The purposefulness of forming a contractual relationship."

Contracts not to be performed within one year

"Category of agreements that must be in writing under the Statute of Frauds because performance cannot be completed within a year."

Co-signer

"A person who agrees to be equally liable with a promisor under a contract."

Counteroffer

"A variance in the terms of an offer that constitutes a rejection of the original offer and results in a new offer by the offeree to the original offeror."

Covenant

"An absolute

Cover

"A remedy whereby the buyer can purchase goods in substitution for the goods designated in a breached contract."

Covid

"The coronavirus pandemic."

Cross-offer

"See Counteroffer."

Damages

"Legal remedies; monetary awards."

Death of parties

"An event that may discharge contractual obligations

Debtor's promises

"A debtor's renewed promise to pay a debt (such as one barred by the statute of limitations)

Delegation

"A promisor having assistance in fulfilling contractual duties."

Destination contracts

"An agreement in which risk of loss passes to the buyer when goods arrive at their destination."

Detriment incurred

"A legal harm suffered or a right given up by a party

Discharge of obligations

"The termination of a party's contractual duties."

Divisible contract

"A contract capable of being broken down into several equal agreements."

Duress

"Force or coercion used to induce agreement to a contract."

Economic duress

"Threatening the loss of an economic benefit if the person refuses to contract."

Emancipation

"A minor no longer under the legal care of an adult."

Enforceability of contract

"The quality of a contract being capable of being enforced by law."

Equitable remedies

"Nonmonetary awards."

Equity

"The branch of the legal system that deals with fairness and mercy."

Estoppel

"Equitable term; the doctrine bars certain actions in the interest of fairness."

Executed contract

"A contract that is complete and final with respect to all of its terms and conditions."

Executor's promise to pay decedent's debts

"A promise

Executory contract

"A contract in which one or both of the parties still have obligations to perform."

Exemplary damages

"Additional monetary award designed to punish the breaching party."

Ex (ship)

"Risk passes to buyer of the goods when the goods are offloaded from the means of conveyance."

Express condition

"A condition created by the words of the parties."

Express contract

"A contract manifested in so many words

Express waiver

"A waiver occurring when the promisee specifically manifests an intention to forgive the other side's breach."

Express warranty

"A guarantee created by words or conduct of the seller."

FAS

"Free alongside; risk passes to buyer when goods are placed alongside the vessel used for transportation."

Financing statement

"Document filed in a government office to protect a security interest under Article IX of the UCC."

Firm offer

"An offer made by a merchant under the provisions of the UCC that cannot be revoked for a period of time."

Floating lien

"A security interest in after-acquired property."

FOB

"Free on board; risk passes to buyer when the goods are loaded on the vessel used to transport the goods."

Formal contract

"Historically

Fraud

"A misrepresentation of a material fact made with the intent to deceive

Frustration of purpose

"When the purpose for which a contract was formed no longer exists."

Gambling

"A wagering agreement

Goods

"Things that are existing and moveable."

Guarantee

"A promise to answer for the debts of another; must be in writing."

Guarantor

"A person who agrees to be responsible to answer for the debts of another

Hearsay

"An out-of-court statement used to prove the truth of the matters asserted therein."

Implied contract

"A contract formed by the conduct of the parties rather than by express words."

Implied-in-fact condition

"A condition created by the reasonable expectation of the parties."

Implied-in-fact contract

"A contract in which the promises of the parties are inferred from their actions as opposed to specific words."

Implied-in-law condition

"A condition imposed by law in the interests of fairness."

Implied-in-law contract

"See Quasi-contract."

Implied waiver

"A waiver occurring when the promisee's actions imply an intention to forgive the other side's breach."

Implied warranty

"Guarantee created by operation of law."

Impossibility of performance

"Promisor's performance cannot be fulfilled due to outside forces."

Incidental beneficiary

"A person who benefits tangentially from a contract."

Informal contract

"Any nonformal contract."

Injunction

"A court order to stop engaging in a specific action."