Week 11 Vocab words

Acceptance

Offeree's positive response to offeror's proposed contract.

Article 2 of the Uniform Commercial Code (UCC)

Uniform laws adopted in forty-nine states governing sales contracts for tangible and moveable goods.

Bilateral Contract

A contract in which both parties make promises to perform; a promise is given in return for another promise.

Bill of Lading

Receipt for goods issued by a carrier; used as a means of transferring title in exchange for payment or a draw on a line of credit.

Charitable Subscriptions

A promise to make payment to a charitable organization; a pledge that is enforceable even though the charity gives nothing in exchange.

Common law

British law and customs adopted in the US by judicial precedent; applies to contracts for services and real estate.

Consideration

Money or something of value; a legal detriment.

Counteroffer

A new offer made in return by one who rejects an unsatisfactory offer.

Digital Signature

Authorization for a contract provided via electronic means.

Electronic Signatures in Global and National Commerce Act of 2000 (E-SIGN)

Federal law recognizing digital signatures as authentic for purposes of contract formation.

Executed Contracts

Contracts in which performance has been completed.

Executory Contracts

Contracts that have been entered into but not yet performed.

Express Contract

Contract agreed to orally or in writing.

Force Majeure

Clause in a contract that excuses performance in the event of war, embargo, or other unforeseeable events.

Implied Contract

A contract that arises from circumstances without being expressed verbally or in writing.

Mailbox Rule

Acceptance is effective upon mailing if properly done.

Merchant's Firm Offer

An offer that must be held open if made in writing by a merchant, per §2-205 of the UCC, even without consideration.

Merchants' Confirmation Memoranda

UCC rule stating that confirmation of an oral agreement sent by one party and signed only by the sender is effective unless the recipient rejects it.

Offer

Indication of present intent to enter into a contract.

Offeree

The person to whom the offer is made in contract negotiations.

Offeror

The person who makes the offer in contract negotiations.

Option Contract

An agreement to hold an offer open for a period in exchange for money or other consideration.

Parol Evidence Rule

Oral evidence cannot contradict or add to the terms of a written contract that appears as the final expression of the agreement.

Promissory Estoppel

A promise that causes another to act in reliance upon it; enforceable if the reliance is reasonable.

Quasi-Contract

A theory used to prevent unjust enrichment when no contract is formed; court acts as if a contract had been formed.

Revocation

Retraction by the offeror of an outstanding offer.

Statute of Frauds

Statutes requiring certain contracts to be in writing.

Stipulated Means

A method of acceptance specified in the offer; the mailbox rule applies if these means are followed.

UN Convention on Contracts for the International Sale of Goods (CISG)

U.N. rules similar to Article II of the UCC governing certain international transactions for the sale of goods.

Unenforceable Contract

A contract that cannot be enforced due to procedural errors.

Uniform Computer Information Transactions Act (UCITA)

Uniform law governing sales of software, databases, and computer products.

Uniform Electronic Transactions Act (UETA)

Uniform law for states that provides the rule for forming electronic contracts.

Unilateral Contract

A contract in which one party promises to perform in exchange for the performance of the other party.

Void Contract

A contract that is not enforceable by either party.

Voidable Contract

A contract that one party can choose not to perform.

Accord and Satisfaction

An agreement to pay a certain amount, where the payment constitutes full payment of that debt.

Assignment

Transfer of the benefits under a contract to a third party, subject to any contract defenses.

Bill of Lading

Receipt for goods issued by a carrier; used as a means of transferring title.

Capacity

The ability to legally enter into a contract.

Commercial Impracticability

Contract defense for nonperformance under the UCC, excuses a party when performance is impossible or much more than anticipated.

Compensatory Damages

Damages to put the nonbreaching party in the position they would have been in had the breach not occurred.

Conditions

Events that must occur before contract performance is due.

Conditions Concurrent/Contemporaneous

Conditions that must occur simultaneously for contract performance to be required.

Conditions Precedent

An event or action that must happen before a contract is required to be performed.

Confidential Relationship

A relationship with a high degree of trust and reliance.

Consequential Damages

Damages resulting from a contract breach, including penalties or lost profits.

Contract Defense

Situation, term, or event that makes an otherwise valid contract invalid.

Covenants not to Compete

Promises to protect employers and buyers from loss of goodwill through competition.

Delegation

Transfer of obligations under a contract, generally accompanied by assignment of benefits.

Duress

Physical or mental force used to obtain agreement to enter a contract without voluntary consent.

Exculpatory Clause

Clause that holds a party harmless in the event of damage or injury to another's property.

Fraud

Intentional deception in contract negotiation relied upon by the other party.

Impossibility

Contract defense that excuses performance when there is no objective way to complete the contract.

Incidental Damages

Damages suffered by the nonbreaching party as a result of breach, like late performance fees.

Letter of Credit

Assurance by a bank of the seller's right to draw on a line of credit established for the buyer in international transactions.

Liquidated Damages

Damages agreed to in advance and provided for in the contract.

Material Fact/Material Misstatement

A statement of fact that influences an individual’s decision to buy or sell.

Minor/Infant

An individual under the age of majority; generally under age 18.

Misrepresentation

Misstatements of material facts without intent to deceive the other party.

Novation

Process of reworking a contract to substitute parties or terms, abandoning the old contract.

Puffing

An opinion about the quality of goods and products.

Rescission

Process of revocation or cancellation of a contract.

Scienter

Intent to defraud.

Substantial Performance

Contract defense for performing slightly differently from what was agreed upon, applicable in construction contracts.

Unconscionable

Term describing contracts that are grossly unfair to one side; a defense to an otherwise valid contract.

Undue Influence

Contract defense based on one party taking advantage of a relationship of trust and confidence.

Void Contract

A contract that neither side can enforce.