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Contracts
from contracts book
| Question | Answer |
|---|---|
| Administrator | The party named by the court to oversee the affairs of a deceased who dies without a will, including the collection of assets, payment of debts, and distribution to heirs. |
| Advocate | A representative, one who speaks for another. |
| After-acquired property | Property coming to a debtor after he has given a security interest in that property to a creditor. |
| Alteration | A defense to a products liability case that states the product has been modified or changed in a way not suited to the item. |
| As is | A manner in which a good may be offered for sale that indicates there are no warranties or guarantees offered on the good. |
| Assignee | The person in an assignment who is assigning rights. |
| Assignment | The transferring of rights in a contract to another party. |
| Assignor | The person in an assignment who is assigned rights. |
| Assumption | An agreement whereby a third party steps into the position of one of the original contract promisors to complete the deal. Assumptions can be with a release or without a release. |
| Assuption of rish | A defense to a tort claim which states that the injured party knew and agreed to the risk of his actions. |
| Attachment | The step in a secured transaction in which the creditor gets written acknowledgement of the collateral pledged for repayment of a debt. Attachment can also occur by possession of the collateral by the creditor. |
| Authentification | The accepting of a writing as one's own. |
| Bargained-for exchange | A legal term of art used in contract law to describe the consideration requirement of a contract. The giving of value of each party to a contract. |
| Borrower | The person taking out a loan; the debtor. |
| Breach | The breaking of a promise in a contract. |
| Buyer in the ordinary course of business | A buyer of goods for value in good faith. A buyer in the ordinary course of business takes goods free and clear of any outstanding security interest. |
| Capacity | The legal ability to enter into a contract. To have capacity, a party needs to know what his assets are and what he wants to do with them. Impediments to capacity could be minority or legal disability. |
| Legal Disability | A person's lack of ability-through mental impairment, illness, or injury-to know what his assets are and what he wants to do with them. More about mental functioning than physical abilities. |
| Minority | Being under the age of consent and therefore not legally capable of entering into contracts. |
| Causation | In fact caused the event to happen or set a series of events in motion resulting in injury. |
| Certification mark | A distinctive mark granted by a group or association certifying that the marked goods meet certain standards of teh organization. |
| Chattel paper | Chattel paper represents someone's rights to receive money for goods. |
| Collateral | An item or items of value pledged or given to a creditor to secure repayment of a loan. |
| Comity | Principle in international law that each country should give effect to the laws and court decisions of another country. |
| Comparative negligence | The relative fault of each party in a tort case, used to apportion damages. |
| Contract | A legally enforceable agreement. A contract needs the following to be valid - offer, acceptance, consideration, capacity, legality, and voluntariness. |
| Bilateral contract | A promise for a promise. |
| Executed contract | A contract that has been fully performed. |
| Executory contract | A contract that is performed over time. |
| Express contract | An agreement formed with words or writing. |
| Implied contract | An agreement formed from a person's actions. |
| Material breach | Significant failure in performance of a contract's terms. |
| Specific performance | An extraordinary legal remedy wherein a party is ordered to perform a contract in lieu of paying damages. |
| Substantial performance | Performing almost all of a contract's terms. |
| Third-party beneficiary contract | A contract intended to benefit a person who is not a party to the original agreement. |
| Unilateral contract | A promise for an act. |
| Valid contract | A contract that satisfies all the rquirements. |
| Void contract | An agreement, that because of a missing requirement, may not be legally enforced. |
| Voidable contract | A contract that because some of the defect may be terminated by one party. |
| Contract damages | The amount of money that a party may recover for a breach contract. Contract damages generally give the injurd pary the benefit of the bargain. |
| Contributory negligence | The tort doctrine stating that a plaintiff who contributes to his own injuries may be barred from recovery from the defendant. |
| Copyright | A grant of exclusive rights to a creator of intellectual materials for a period of years. |
| Counterclaim | A claim made by a party being sued againts the party suing him. |
| Counteroffer | The response to an offer that adds or changes the terms of the offer. |
| Cover | The measure of damages due a contract buyer upon breach by a seller. The market price less the contract price. |
| Creditor | The party making a loan. |
| Cross-claim | A claim made between plaintiffs to a law suit or defendants to a suit. |
| Damages | Money given to successful civil law claimants to pay them for their injuries. |
| Compensatory damages | Money to compensate a party for his injuries. |
| Consequential damages | Money to pay expenses incurred as a consequence of the harm. |
| Incidental damages | Money to pay expenses incurred as an incident of the harm. |
| Punitive damages | Money awarded to a successful litigant in order to punish the wrongdoer and give him an incentive to take corrective action. |
| Decider of fact | The judge in a bench trial or the jury in a jury trial. |
| Debtor | Person taking out a loan; the borrower. |
| Defense | A response to a claim of liability; a legal reason to absolve a party from liability. |
| Deposition | A discovery device wherein a party to a lawsuit takes sworn statements from an individual for use at trial. |
| Discharge | A forgiveness of liabiltiy either by operation of law (ex |
| Discovery | A phase of the lawsuit process in which the parties gather all the relevant evidence to be used at trial. |
| Diversity jurisdiction | Teh authority to take a case to federal court based on teh facts that all the plaintiffs reside in different states than all the defendants and more than $75,000 is at issue. |
| Document of title | A paper showing the ownership of goods. |
| Draft | An order by one person to pay another through a third person; a check. |
| Drawee | The party on whom the check is drawn |
| Drawer | The person by whom a check is drawn; the check writer; the maker of a check. |
| Embezzlement | The fraudulent taking of property of another. |
| Equity | Justice or fairness; the principle of jurisprudence that allows courts to render decisions based on justice adn fairness when legal procedures are inadequate to grant relief. |
| Ethics | The studay of human behavior; moral behavior. |
| Exculpatory clause | A contract provision that seeks to hold a contract party harmless in advance for any negligence that may occur. |
| Executro | The party named in a last will and testament to oversee the affairs of a deceased including the collection of assets, payment of debts, and distribution to heirs. |
| Express warranty | A contract between teh buyer and seller of goods wherin the seller agrees for a prepaid fee to repair or replace goods covered for a set period of time; this is really not a warranty, but a service contract. |
| Factoring | The process of buying accounts receivable at a discount. |
| Fair use | An exception to copyright protection that allows use of portionis of copyrighted material without permission for scholarly and news reporting purposes. |
| Financing statement | The form filed publicly to show a creditor's interest in a debtor's collateral. |
| Fraud | A purposeful untruth of concealment of a fact told to induce a party to enter an agreement. |
| General intangible | An item which represents money, but is not in and of itself of value, such as a patent, a copyright, a trademark, or goodwill. |
| Goods | Movable property other than money; merchandise. Article 2 of the UCC deals with the sale of goods. |
| Guarantee | An assurance given by one party to be responsible for the contract of another. |
| Implied warranty of merchantability | In the sale of goods, a warranty given by the seller to the buyer guaranteeing that the goods are fit to be osld and used for th epurposes for which they are offered. |
| Implied warranty of title | A warranty involved in the sale of goods which guarantees to the buyer that the seller is free to sell the goods and that no other party has an interest in them. |
| Incidental beneficiary | A person or organization that may benefit from teh contracts of others but is not meant to be the object of any bounty from the contracting parties. |
| Infringement | Using of intellectual property of anotehr without permission. A trademark, copyright, or patent can be infringed by an unauthorized user. |
| Intangible property | Property that stands for something of value, such as stock certificate, patent, copyright, or goodwill. |
| Intended beneficiary | A person or organization that is meant to benefit from the contract of others (i.e., life insurance). |
| Intentional | With the purpose of accomplishg the outcome; purposeful. |
| Intentional infliction of emotional distress | An intentional tort in which one party's outrageous conduct causes extreme emotional harm to another. |
| Interrogatories | Written questions and answers between parties to a lawsuit during the discovery stage of a trial. |
| Inventory | Goods on hand for future sale. |
| Invoice | Written memorandum of an order and its cost; a bill. |
| Judicial economy | The legal principle that requires parties to a lawsuit to bring all claims they have in common in a single action to save court time and resources. |
| Juridiction | The right of a court to har a claim and give a decision. |
| Liable | Legally obligated, responsible. |
| License | The right to use intellectual property owned by another. A license can be granted to a manufacturer, distributor, or seller of a good for a specific time period or for a particular geographic area. |
| Lien | A leal right or interest in property that a creditor getsfrom a borrower until a debt is satisfied. |
| Lost profit | The measure of damages due a contract seller upon breach by a buyer. Lost profit is the contract price less the resale price. |
| Mailbox rule | The contract rule stating that acceptancesare effective upon dispatch, or when they are deposited into the mailbox, whether they are ever received or not. |
| Market price | The price that an item will bring at sale. |
| Meeting of the minds | The contract process of offer and acceptance that results in an agreement. |
| Mirror image rule | The common lawcontract rule stating that the acceptance must be in exactly the same form as the offer; otherwise, it is a counteroffer. |
| Misrepresentation | A false or misleading statement. |
| Mistake | An error of fact that mayserve to void an agreement. Mistakes can be unilateral or bilateral. |
| Mitigation | Taking steps to reduce one's damages. |
| Money damages | Monetary award given to a successful civil litigant. |
| Mortgage | A document filed publicly to show a creditor's collateral interest in real estate until the repayment of a debt. |
| Negligence | The failure to exercise a standard of care that a reasonable person would exercise in the circumstances. |
| Obligee | Teh party to whom a debtor is responsible; the creditor. |
| Obligor | A party making a promise to do something; the debtor. |
| Open terms | Terms in a contract that are not specified,such as amount of product and price. Article 2 of the UCC allows contracts between merchants to contain open terms. |
| Pain and suffering | A type of damage claimed in tort cases to compensate the claimant for the effects of an injury. |
| Parol evidence rule | A contract ruel that requires written contracts to contain all important terms and forbids oral testimony that modifies, adds to, or contradicts written terms. |
| Patent | A federal grant to an inventor or designer of exclusive rights to his product for a period of years. |
| Payee | The person being paid with a check. |
| Perfection | TEh step in a secured transaction in which the creditor files public notice of his interest in the debtor's collateral. |
| Pledge | To promise an item of property to a creditor as collateral for a debt. |
| Possession | Having actual control of an item. |
| Possessory lien | An interest in a piece of collateral by virtue of having possession of it. |
| Power of attorney | A writtendocument in which on party, the principal, grants authority to another, the power of attorney, to do acts on the principal's behalf. |
| Limited power of attorney | The granting to another a limited or specific ability to act for the principal. |
| Plenary power of attorney | The granting to another the ability to act for the pricinpal in every capacity. |
| Precedent | A decided case that sets a standard or guideline for future similar cases |
| Preponderance of the evidence | The standard of proof in a civil case. This standard requires the trier of fact, which is the judge or the jury, to find that more likely than not, the plaintiff should receive damages from teh defendant; somteims reffered to as teh 51 percent rule. |
| Principle of egois | The ethical belief that right action is anything that benefits the individual decider. |
| Priciple ofutility | The ethical belief that right action is what creates the most good for the highest numberof people. |
| Privilege | A special legal right granted to a person or group of persons. |
| Privity of contract | Mutual interests of the parties to a contract. |
| Procedural laws | Rules about how the court systems functions, such as due dates, filing fees, and courtroom conduct. |
| Proceeds | What is received upon sale or disposal of collateral. |
| Products liability claim | A category of tort law dealing with products manufactured, distributed, or sold in commerce that do not function as promised. Claims forproducts liability can be based on defective manufacture of a product, defective design of a product, or failure to wa |
| Promissory estoppel | An equitable remedy in which the court grantsrelief to a party who relied to his detriment on the promise of another; see quasi contract. |
| Promissory note | The written agreement to repay a debt. |
| Proxy | A person who speaks for or votes for a corporate shareholder in a meeting. |
| Purchase money security interest | A security interest that attaches and is automatically perfected because the creditor advances the money to purchase the collateral to the debtor. |
| Quasi contract | An equitable remedy in which a court grants reliefto a party who relied to his detriment on the promise of another; see promissory estoppel. |
| Reasonable person | In tort law, an imaginary construct representing the standard of conduct that an average, ordinary person would follow in a certain situation. A reasonable person acts sensibly; a reasonable person is not negligent. |
| Reckless | Throughtless; failing to act properly when on should have known better or should have taken better precautions to avoid a risk of harm. |
| Record | The transcript from a court trial of a case that contains all the testimony and exhibits in a given trial. |
| Recovery | The amount awarded in a judgment. |
| Rejection | Declining or turning down an offer. |
| Repossess | To take an item into one's control to satisfy a past-due obligation. |
| Rescind | To make void, to annul. |
| Revoke | To take back, to cancel. |
| Royalty | Money paid to a copyright holder for the sale of his intellectual property. |
| Secured transaction | A business arrangement in which the buyer gives the seller a promise to repay a debt plus an interest in collateral to guarantee payment of the debt. |
| Security agreement | The written document between a creditor and a debtor outlining the terms of the debt, the exact collateral pledged, and the circumstances under with the creditor may repossess the collateral in a secured transaction. |
| Security interest | The interest that a lender takes in the collateral of the borrower in a secured transaction. |
| Service contract | A contract between the buyer and seller of goods wherein the seller agrees for a prepaid fee to repair or replace goods covered for a set period of time; sometimes referred to as an extended warranty. |
| Service mark | A distinctmark used in the sale of services to indentify one's services. |
| Shrink-wrap agreement | A contract about terms of use put inside the wrapping of a product. |
| Stakeholder | An individual orgroup that may have an interest in an endeavor. Corporate stakeholders include the shareholders, employees, business partners, customers, community, and the environment. |
| Standard of proof | The level of proof required in a trial to determine the guilt of a party. |
| Stare decisis | Latin phrase which means "let the prior ruling stand." This phrase refers to a court's following of teh precedent set by a previous decision in a case with similar circumstances. |
| Statute of frauds | A contract principle that requires certain types of contracts to be in writing to be enforceable in court. |
| Strict liability | In tort law, the responsibility for injuries regardless of negligence. Strict liability generally applies to ultrahazadous businesses. |
| Styled | The legal terminology to refer to a case. The case of a claim between Mr. Marbury and Mr. Madison would by "styled" as Marbury v. Madison. |
| Substantive law | The body of law that creates and defines the rights and duties of citizens. |
| Surety | A person directly liable to pay another's debt. |
| Term of art | A word or phrase that has a specific legal meaning; legal jargon. |
| Tort | In civil law, an injury to a person or property. |
| Tortfeasor | The person who commits a tort. |
| Trademark | A distinctive mark or logo attached to goods to identify them with their producer. |
| Trade secret | A recipe, formula, customer list, price list, or other document owned by a business that is kept secret because of the sensitive and valuable nature of the information. |
| Trier of fact | The person or persons who determine the outcome of a case, either the judge or a jury. |
| ucc-1 | The common form used to file a financing statement. |
| Unconscionalbe contract | A contract that is so unfair or one-sided as to offend the conscience of a party. Adhesion contracts, which offer the buyer a "take-it-or-leave-it" deal, are often unconscionalbe. |
| Uniform Commercial Code (UCC) | A body of rules covering commercial dealings that individual states have adopted to promote uniformity in commerce. Article 2 of the UCC deals with sales of goods. Article 9 of the UCC deals with secured transactions. |
| Unjust enrichment | Receiving a benefit from anotehr without paying compensation. |
| Warehouse receipts | Documents showing ownership of goods being held in storage. |
| Warranty | A promis about the quaility or performance of a good for sale that the seller gives to the buyer to induce him to make a purchase. |
| Warranty for fitness for a specific purpose | A type of guarantee that a seller creates through his words or actions at purchase which gives the buyer a right to expect the product to be suitable for a specific or particular use. |
| Wiffful | With intention. |
| Wrongful death | The tort claim for the unlawful taking of a life. |
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