Breach
A failure or violation of a legal obligation -- for example, a failure to perform a contract (breaching its terms), failure to do one's duty (breach of duty, or breach of trust), causing a disturbance, threatening, or other violent acts which break public
Shrink wrap contract
Shrink wrap contracts are license agreements or other terms and conditions of a (putatively) contractual nature which can only be read and accepted by the consumer after opening the product. The term describes the shrinkwrap plastic wrapping used to coat
Mail box Rule
In contract law, the acceptance of a contract is effective when a properly prepaid and addressed letter of acceptance is posted, as long as it is sent within the time in which the offer must be accepted (and unless the offer requires acceptance by persona
E Sign
A digital signature or digital signature scheme is a mathematical scheme for demonstrating the authenticity of a digital message or document. A valid digital signature gives a recipient reason to believe that the message was created by a known sender, and
Consideration
A benefit or right for which the parties to a contract must bargain. In order to be valid, a contract must be founded on an exchange of one form of consideration for another. Consideration may be a promise to perform a certain act -- for example, a promis
Statute of Frauds
A law in every state that requires certain types of documents to be in writing and signed by the party to be charged (usually, the defendant in a lawsuit). Examples include: real estate transfers (conveyances), leases for more than a year, wills, and some
Misrepresentation
A misstatement of facts to obtain money, goods, or benefits to which the person making the misrepresentation is not entitled. In some circumstances misrepresentation can be prosecuted as a crime. Examples include falsely claiming to represent a charity to
Capacity
The legal ability to enter into a binding contract. Those who lack the capacity to contract include minors (with limited exceptions) and individuals who are so mentally impaired that they cannot understand the terms of the contract. If an individual who l
Duress
The use of force, false imprisonment, coercion, threats, or psychological pressure to compel someone to act contrary to his or her wishes or interests. If, for example, duress is used to make a person sign an agreement or execute a will, a court may find
Oral Contracts
An agreement based on spoken words that is valid and enforceable, provided that it is provable, meets the condition of contract formation, and is not in violation of statutes that prohibit oral agreements -- for example state statutes that require sales o
Third Party Beneficiary
A person who is not a party to a contract, but has legal rights to enforce the contract or share in proceeds because the contract was specifically intended for that person's benefit. For example, a grandparent contracts to buy a car for a grandchild. If t
Guarantor/ Guarantee
A person or entity that makes a legally binding promise to be responsible for another's debt or performance under a contract, if the other defaults or fails to perform. The guarantor gives a "guaranty," which is an assurance that the debt or other obligat
Modification
1) A change in an existing court order or judgment, commonly sought in family law cases where a spouse paying support asks for a modificaiton of the amount based on a change in circumstances since the original order was made. 2) A physical change to a leg
Damages
1) In a lawsuit, the harm caused to a party who is injured. 2) In a lawsuit, the money awarded to one party based on injury or loss caused by the other. For either definition, there are many different types or categories of damages.
Nominal Damage
Minimal money damages awarded to an individual in an action where the person has not suffered any substantial injury or loss for which he or she must be compensated.
Compensatory Damage
A sum of money awarded in a civil action by a court to indemnify a person for the particular loss, detriment, or injury suffered as a result of the unlawful conduct of another.
Incidental Damage
Incidental Damages are a type of legal damages, (money claimed by, ordered to be paid to, a person as compensation for loss or injury), that are reasonably associated with or related to actual damages.
Punitive Damage
Monetary compensation awarded to an injured party that goes beyond that which is necessary to compensate the individual for losses and that is intended to punish the wrongdoer.
Consequential Damage
Injury or harm that does not ensue directly and immediately from the act of a party, but only from some of the results of such act, and that is compensable by a monetary award after a judgment has been rendered in a lawsuit. Detriment that arises from the
Liquidated Damge
Monetary compensation for a loss, detriment, or injury to a person or a person's rights or property, awarded by a court judgment or by a contract stipulation regarding breach of contract.
Specificity
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Offer
An element required in the creation of an enforceable contract. An offer is a proposal to enter into an agreement and must express the intent of the person making the offer to form a contract, must contain the essential terms -- including the price and su
Acceptance
An express act or implication by conduct that manifests assent to the terms of an offer in a manner invited or required by the offer so that a binding contract is formed. The exercise of power conferred by an offer by performance of some act. The act of a
Agreement
A meeting of the minds. An agreement is made when two people reach an understanding about a particular issue, including their obligations, duties, and rights. While agreement is sometimes used to mean a contract -- a legally binding oral or written agreem
Defenses
1) A general term for the effort of an attorney representing a defendant during trial and in pretrial maneuvers to defeat the party suing or the prosecution in a criminal case. 2) A response to a complaint, called an affirmative defense, to counter, defea
Unenforceable/ Enforceable
Unenforceable: A contract that is valid, but which a court will not enforce due to a technical defect. For example, an unsigned contract may be unenforceable in court.
Void
Status of a statute, contract, or ruling that is determined to be invalid and unenforceable.
Express/ Implied Contracts
Express: Directly and unambiguously stated or communicated, particularly in a contract.
Express Contract: A contract in which all of the essential terms are explicitly stated.
Implied Contracts: An implied contract is an agreement created by actions of th
Bilateral/ Unilateral
Bilateral Contract: A contract in which both parties exchange promises to perform.
Unilateral Contract: An agreement to pay in exchange for performance, if the potential performer chooses to act. An example would be if you promise to pay someone $1,000 if
Ambiguity
When language in an agreement has more than one meaning. Patent ambiguity occurs when the language of the document itself is ambiguous. Latent ambiguity is not readily apparent, but arises in connection with external circumstances. When a contract is ambi
Rejection
Rejection is a refusal to accept a contractual offer. Rejection means a refusal to accept tendered goods as contractual performance.
Termination
Cessation; conclusion; end in time or existence.
Rescission
Cancellation of a contract by mutual agreement of the parties.
Delegation
A sending away; a putting into commission; the assignment of a debt to another; the entrusting of another with a general power to act for the good of those who depute him or her; a body of delegates. The transfer of authority by one person to another.
Assignment
1) A transfer of property or ownership rights from one person to another, called the "assignee." For example, a lease may be assigned from one tenant to another. Or, ownership rights for a patent, copyright, trademark, or trade secret may be transferred b
Alienation
In real estate law, the complete and voluntary transfer of title to real estate from one person to another. The freedom to alienate property is considered essential to complete ownership.
Personal Services Contract
In contract law, the talents of a person such as an artist or actor that are unusual, special, or unique and cannot be performed exactly the same by another person. The value of personal services is greater than general labor; for instance, woodcarving is
Reservation
A provision in a deed which keeps (reserves) to the grantor some right or portion of the property. The language might read: "Sarah Sims reserves to herself an easement of access to lots 6, 7, and 8.
Repudiation
Actions demonstrating that one party to a contract refuses to perform an obligation.
Perfomance
Fulfillment of an obligation required by contract. Performance of a contract may be demanded in a lawsuit (specific performance) and it may also be short of full performance (part or partial performance).
Concurrent
Under an agreement, a situation in which one party must fulfill a condition at the same time that the other party fulfills a mutual condition.
Implied
Circumstances, conduct, or statements which substitute for explicit language to prove authority to act, warranty, promise, or consent, among other things.
Novation
The voluntary substitution of a new contract for an old one, usually to change the parties, duties, or payment terms.
Accord/ Satisfaction
Accord: An agreement that settles a dispute, generally requiring an obligee to accept a compromise or satisfaction from the obligor with something less than what was originally demanded. Also often used synonymously with treaty.
Satisfaction: The discharg
Modification
1) A change in an existing court order or judgment, commonly sought in family law cases where a spouse paying support asks for a modificaiton of the amount based on a change in circumstances since the original order was made. 2) A physical change to a leg
Alteration
An alteration is a variation made in the language or terms of a legal document that affects the rights and obligations of the parties to it. When this occurs, the alteration is material and the party who did not consent to the change can be released from
Duty
1) A legal relationship, created by law or contract, in which a person or business owes something to another. The breach of this obligation can result in liability. 2) A tax on imported goods.
Four Corners Doctrine
Four Corners Rule requires to interpret the meaning and understanding of the provisions contained in a document by considering the overall meaning and intention of that document. In such an interpretation of document, the external factors will not influen
Mirror Image
the rule of contracts that prohibits an offeree (person who receives the offer) from changing the terms of that offer. Changing the terms negates the original offer, creates a counteroffer, and reverses the roles of the parties. The offeree becomes the of
Meeting of the minds
An essential requirement for contract formation, when two parties to a contract have an actual and mutual understanding of the terms.
Parole Evidence
If there is a written contract, the terms of the contract cannot be altered by evidence of oral (parol) agreements purporting to change, explain, or contradict the written document.