Acceptance
The assent by the person to whom an offer is made, to the offer as made by the person making it. This is necessary for a binding contract.
accord and satisfaction
An agreement between two persons, one of whom is suing the other, in which the claimant accepts a compromise in full satisfaction of his claim (usually a lesser amount).
adhesion contract
A contract prepared by the dominant party (usually a form contract) and presented on a take-it-or-leave-it basis to the weaker party, who has no real opportunity to bargain about its terms.
age of majority
The age at which a person may legally engage in conduct in which she could not previously engage because she was a minor.
agreement
1. A contract. 2. A concurrence of intention; mutual assent. 3. A coming together of parties with respect to a matter of opinion.
anticipatory breach
The announced intention of a party to a contract that she does not intend to perform her obligations under the contract; an announced intention to commit a breach of contract.
bargain
An agreement between two or more persons; a contract. To negotiate, talk about the terms of a contract.
bilateral
1. Involving two interests. 2. Having two sides.
bilateral contract
A contract in which each party promises performance to the other, the promise by one furnishing the consideration for the promise from the other.
boilerplate language
Language common to all legal documents of the same type. Attorneys maintain files of such standardized forms for use where appropriate.
breach of contract
Failure, without legal excuse, to perform any promise that forms a whole or a part of a contract, including the doing of something inconsistent with its terms.
capacity
Competency in law.
competent
1. Having legal capacity. 2. Capable; qualified. 3. Sufficient; acceptable.
consideration
1. The reason a person enters into a contract; that which is given in exchange for performance or the promise to perform; the price bargained and paid; the inducement. Essential element of a valid and enforceable contract. Also constituted as a promise to refrain from doing something one is entitled to do.
contract
An agreement entered into, for adequate consideration, to do, or refrain from doing, a particular thing. The Uniform Commercial Code defines a contract as the total legal obligation resulting from the parties' agreement. Must involve an undertaking that is legal to perform, and there must be mutuality of agreement and obligation between at least two competent parties.
counteroffer
A position taken in response to an offer, proposing a different deal.
cure
1. Under the Uniform Commercial Code, a seller has the right to correct his failure to deliver goods that conform to the contract if he does so within the period of the contract. 2. To remedy.
damages
The sum of money that may be recovered in the courts as financial reparation for an injury or wrong suffered as a result of breach of contract or a tortious act.
disaffirm
To disclaim; to repudiate; to renounce; to disavow; to deny.
enforceable
That which can be put into effect or carried out, referring to legal rights.
entire output contract
A contract in which the seller binds herself to the buyer to sell to the buyer the entire output of a product she manufactures, and the buyer binds himself to buy all of the product.
equity
A system for insuring justice in circumstances where the remedies customarily available under the conventional law are inadequate; a system of jurisprudence less formal and more flexible than the common law, available in particular types of cases to better ensure a fair result.
executed contract
A contract whose terms have been fully performed.
executory contract
A contract yet to be performed, each party having bound to do or not to do a particular thing.
express contract
A contract whose terms are stated by the party.
formal contract
1. A signed, written contract, as opposed to an oral contract. 2. A contract that must be in a certain form to be valid.
implied contract
Implied contracts are of two types; contracts implied in fact, which the law infers from the circumstances, conduct, acts or the relationship of the parties rather than from their spoken words, and contracts implied in law, which are quasi contracts or constructive contracts imposed by the law, usually to prevent unjust enrichment.
impossibility
That which cannot be done.
impracticability
A legal term unique to the Uniform Commercial Code, from the provision of the UCC that excuses a seller from the obligation to deliver goods when delivery has become unrealistic because of unforeseen circumstances.
incompetency
1. The condition, state, or status of an incompetent person. 2. Lack a capability.
infancy
1. The status of a person who has no reached the age of majority and who is therefore under a civil disability; nonage; minority. 2. A civil disability resulting from the fact that one has not yet attained one's majority. 3. The period of life during which one is a very young child.
informal contract
A contract not in the customary form, often an oral contract.
intention
Purpose; plan; object; aim; goal. The most important factor in interpreting a contract.
lapse
A termination or extinguishment, particularly of a right or privilege; a forfeiture caused by a person's failure to perform some necessary act or by the nonoccurrence of some contingency.
liquidated damages
A sum agreed upon by the parties at the time of entering into a contract as being payable by way of compensation for loss suffered in the event of a breach of contract; a sum similarly determined by a court in a lawsuit resulting from breach of contract.
mailed
Describes an item when it is appropriately enveloped or packaged, addressed, and stamped, and deposited in a proper place for the receipt of mail. In contract law, acceptance of an offer takes place when the acceptance is mailed, unless the parties have made another arrangement or a statute that provides otherwise. "Mail Box" rule
majority
Legal age; full age; the age at which a person acquires the capacity to contract; the age at which a person is no longer a minor. Varies from state to state and differs depending on the purpose.
meeting of the minds
The mutual assent of the parties to a contract with respect to all of the princiap terms of the contract. Essential to the creation of a legally enforceable contract.
misrepresentation
The statement of an untruth; a misstatement of fact designed to lead one to believe that something is other than it is; a false statement of fact designed to deceive.
mistake
1. An erroneous mental conception that influences a person to act or to decline to act; an unintentional act, omission, or error arising from ignorance, surprise, imposition, or misplaced confidence. A legal concept especially significant in contract law because, depending on the circumstance, it may warrant reformation or rescission of a contract. 2. An error; a misunderstanding; an inaccuracy.
mutual mistake
Both sides of a transaction or contract have different perceptions of fact or law.
offer
1. A proposal made with the purpose of obtaining an acceptance, thereby creating a contract. 2. A tender of performance. 3. A statement of intention or willingness to do something. 4. A proposal; a proposition; a bid.
offer and acceptance
Essential elements in the creation of a legall enforceable contract, reflecting mutual assent or a meeting of the minds. In the case of a bilateral contract, acceptance is the offeree's communication that she intends to be bound by the offer; in the case of a unilateral contract, the offeree accepts by performing in accordance with the terms of the offer.
offeree
A person to whom an offer is made.
offeror
A person who makes an offer.
option
An offer, combined with an agreement supported by consideration not to revoke the offer for a specified period of time; a future contract in which one of the parties ahs the right to insist on compliance with the contract, or to cancel it, at his election.
oral contract
A contract that is not in writing. Unless the subject of an oral contract is covered by the statute of frauds, it is just as valid as a written contract; often, however, its enforceability is limited because its terms cannot be proven.
performance
1. The doing of that which is required by a contract at the time, place, and in the manner stipulated in the contract, that is, according to the terms of the contract. 2. Fulfilling a duty in a manner that leaves nothing more to be done.
promise
1. In contract law, an undertaking that binds the promisor to cause a future event to happen; an offer that, if supported by consideration, and if accepted, is a contract. 2. In contract law, an assurance that a thing will or will not be done. 3. Under the Uniform Commercial Code, "a written undertaking to pay money signed by the person undertaking to pay." 4. A pledge; a warrant; a covenant; a contract.
promisee
A person to whom a promise is made.
promisor
A person who makes a promise.
quasi contract
An obligation imposed by law to achieve equity, usually to prevent unjust enrichment. A legal fiction that a contract exists where there has been no express contract.
ratify
To give approval; to confirm.
reformation
An equitable remedy available to a party to a contract provided she can prove that the contract does not reflect the true agreement.
rejection
1. Any act or word of an offeree, communicated to an offeror, conveying her refusal of an offer.
repudiation
A denial of the validity of something; a denial of authority.
requirement contract
A contract under which one party agrees to furnish the entire supply of specified goods or services required by the other party for a specified period of time, and the other party agrees to purchase his entire requirement from the first party exclusively.
rescission
The abrogation, annulment, or cancellation of a contract by the act of a party. May occur by mutual consent of the parties, pursuant to a condition contained in the contract, or for fraud, failure of consideration, material breach, or default. Also a remedy available to the parties by a judgment or decree of the court. More than mere termination. Restores the parties to the status quo existed before the contract was entered into.
restitution
In both contract and tort, a remedy that restores the status quo. Returns a person who has been wrongfully deprived of something to the position he occupied before the wrong occurred; requires a defendant who has been unjustly enriched at the expense of the plaintiff to make the plaintiff whole, either, as may be appropriate, by returning property unjustly held, by reimbursing the plaintiff, or by paying compensation.
revocation of offer
The withdrawal of an offer by an offeror before it has been accepted.
statute of frauds
A statute, existing in one or another form in every state, that requires certain classes of contract to be in writing and signed by the parties. Its purpose is to prevent fraud or reduce the opportunities for fraud.
third-party beneficiary contract
A contract made for the benefit of a third person.
unconscionable
Morally offensive, reprehensible, or repugnant. A contract in which a dominant party has taken unfair advantage of a weaker party, who has little or no bargaining power, and has imposed terms and conditions that are unreasonable and one-sided. A court may refuse to enforce this contract.
undue influence
Inappropriate pressure exerted on a person for the purpose of causing him to substitute his will for the will or wishes of another.
Uniform Commercial Code (UCC)
One of the Uniform Laws, which has been adopted in much the same form in every state; it governs most aspects of commercial transactions, including sales, leases, negotiable instruments, deposits and collections, letters of credit, bulk sales, warehouse receipts, bill of lading or other documents of title, investment securities, and secured transactions.
unilateral contract
A contract in which there is a promise on one side only, the consideration being an act or something other than another promise. An offer that is accepted not by another promise but by performance.
unilateral mistake
A misconception by one, but not both, parties to a contract with respect to the terms of the contract.
unjust enrichment
The equitable doctrine that a person who unjustly receives property, money, or other benefits that belong to another may not retain them and is obligated to return them.
valid
Effective; sufficient in law; legal; lawful; not void.
void contract
A contract that creates no legal rights; the equivalent of no contract at all.
voidable
Avoidable; subject to disaffirmance; defective but valid unless disaffirmed by the person entitled to disaffirm.
voidable contract
A contract that may be avoided or disaffirmed by one of the parties because it is defective.