Blaw - Keyterms Mid _bs

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Chapter 8 bilateral contract contract

executed contract A contract that has not as yet been fully performed. executory contract express contract A contract in which the terms of the agreement are stated in words, oral or written. formal contract A contract that by law requires a specific form, such as being executed under seal, for its validity. implied-in-fact A contract formed in whole or in part from the conduct of the parties (as opposed to an express contract). contract A contract that does not require a specified form or formality to be informal valid. contract objective theory A theory under which the intent to form a contract will be judged by outward, objective facts (what the party said when entering into the of contracts contract, how the party acted or appeared, and the circumstances surrounding the transaction) as interpreted by a reasonable person, rather than by the partys own secret, subjective intentions. A person to whom an offer is made. offeree A person who makes an offer. offeror An assertion that something either will or will not happen in the future. promise A person who makes a promise. promisor quasi contract A fictional contract imposed on the parties by a court in the interests of fairness and justice; usually imposed to avoid the unjust enrichment of one party at the expense of another. unenforceable A valid contract rendered unenforceable by some statute or law. contract A contract that results when an offer can be accepted only by the unilateral offerees performance. contract A contract that results when the elements necessary for contract valid contract formation (agreement, consideration, legal purpose, and contractual

A type of contract that arises when a promise is given in exchange for a return promise. An agreement that can be enforced in court; formed by two or more competent parties who agree, for consideration, to perform or to refrain from performing some legal act now or in the future. A contract that has been completely performed by both parties.

void contract voidable contract

capacity) are present. A contract having no legal force or binding effect. A contract that may be legally avoided (canceled, or annulled) at the option of one or both of the parties.

Chapter 9 acceptance

In contract law, a voluntary act by the offeree that shows assent, or agreement, to the terms of an offer; may consist of words or conduct. In negotiable instruments law, the drawees signed agreement to pay a draft when it is presented. A meeting of two or more minds in regard to the terms of a contract; agreement usually broken down into two eventsan offer by one party to form a contract and an acceptance of the offer by the person to whom the offer is made. counteroffer An offerees response to an offer in which the offeree rejects the original offer and at the same time makes a new offer. Prior conduct between the parties to a contract that establishes a course of common basis for their understanding. dealing mailbox rule A rule providing that an acceptance of an offer becomes effective on dispatch (on being placed in an official mailbox), if mail is, expressly or impliedly, an authorized means of communication of acceptance to the offeror. mirror image A common law rule that requires that the terms of the offerees acceptance adhere exactly to the terms of the offerors offer for a rule valid contract to be formed. A promise or commitment to perform or refrain from performing offer some specified act in the future. A contract under which the offeror cannot revoke the offer for a option stipulated time period. During this period, the offeree can accept or contract reject the offer without fear that the offer will be made to another person. The offeree must give consideration for the option (the irrevocable offer) to be enforceable. In contract law, the withdrawal of an offer by an offeror. Unless the revocation offer is irrevocable, it can be revoked at any time prior to acceptance without liability.

Chapter 10 accord and satisfaction

A common means of settling a disputed claim, whereby a debtor offers to pay a lesser amount than the creditor purports is owed. The creditors acceptance of the offer creates an accord (agreement), and when the accord is executed, satisfaction occurs. consideration Generally, the value given in return for a promise; involves two elementsthe giving of something of legally sufficient value and a bargained-for exchange. The consideration must result in a detriment to the promisee or a benefit to the promisor. covenant not to An agreement to substitute a contractual obligation for some other type of legal action based on a valid claim. sue Barred, impeded, or precluded. estopped The act of refraining from an action that one has a legal right to forbearance undertake. liquidated debt A debt for which the amount has been ascertained, fixed, agreed on, settled, or exactly determined. If the amount of the debt is in dispute, the debt is considered unliquidated. An act that takes place before the contract is made and that past consideration ordinarily, by itself, cannot be consideration for a later promise to pay for the act. A doctrine that applies when a promisor makes a clear and definite promissory promise on which the promisee justifiably relies. Such a promise is estoppel binding if justice will be better served by the enforcement of the promise. A contract in which one party forfeits the right to pursue a legal release claim against the other party. A remedy whereby a contract is canceled and the parties are rescission returned to the positions they occupied before the contract was made; may be effected through the mutual consent of the parties, by the parties conduct, or by court decree.

Chapter 11 adhesion contract A standard-form contract, such as that between a large retailer and a consumer, in which the stronger party dictates the terms. State or local laws that prohibit the performance of certain types of blue laws commercial activities on Sunday. State laws that regulate the offering and sale of securities. blue sky laws The threshold mental capacity required by law for a party who enters contractual into a contract to be bound by that contract. capacity

A contractual promise of one party to refrain from conducting business similar to that of another party for a certain period of time and within a specified geographic area. Courts commonly enforce such covenants if they are reasonable in terms of time and geographic area and are part of, or supplemental to, a contract for the sale of a business or an employment contract. The legal avoidance, or setting aside, of a contractual obligation. disaffirmance In regard to minors, the act of being freed from parental control; emancipation occurs when a childs parent or legal guardian relinquishes the legal right to exercise control over the child or when a minor who leaves home to support himself or herself. A contract between an employer and an employee in which the terms employment and conditions of employment are stated. contract A clause that releases a contractual party from liability in the event of exculpatory monetary or physical injury, no matter who is at fault. clause Necessities required for life, such as food, shelter, clothing, and necessaries medical attention; may include whatever is believed to be necessary to maintain a persons standard of living or financial and social status. The act of accepting and giving legal force to an obligation that ratification previously was not enforceable. A court-ordered correction of a written contract so that it reflects the reformation true intentions of the parties. A contract or clause that is void on the basis of public policy because unconscionable contract or clause one party, as a result of disproportionate bargaining power, is forced to accept terms that are unfairly burdensome and that unfairly benefit the dominating party. Charging an illegal rate of interest. usury covenant not to compete Chapter 12 scienter bilateral mistake material fact unilateral mistake Chapter 13 Knowledge by the misrepresenting party that material facts have been falsely represented or omitted with an intent to deceive. Mistake that occurs when both parties to a contract are mistaken about the same material fact and the mistake is one that a reasonable person would make; either party can rescind the contract. A fact to which a reasonable person would attach importance in determining his or her course of action. Mistake that occurs when one party to a contract is mistaken as to a material fact; the contract normally is enforceable.

collateral promise

integrated contract

parol evidence rule prenuptial agreement Statute of Frauds

A secondary promise that is ancillary (subsidiary) to a principal transaction or primary contractual relationship, such as a promise made by one person to pay the debts of another if the latter fails to perform. A collateral promise normally must be in writing to be enforceable. A written contract that constitutes the final expression of the parties agreement. If a contract is integrated, evidence extraneous to the contract that contradicts or alters the meaning of the contract in any way is inadmissible. A rule under which a court will not receive into evidence the parties prior negotiations, prior agreements, or contemporaneous oral agreements if that evidence contradicts or varies the terms of the parties written contract. An agreement made before marriage that defines each partners ownership rights in the other partners property. Prenuptial agreements must be in writing to be enforceable. A state statute under which certain types of contracts must be in writing to be enforceable. An assertion or action by a party indicating that he or she will not perform an obligation that the party is contractually obligated to perform at a future time. The f