Term
| What to do when the parties disagree on the meaning of a term |
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Definition
| 1. Figure out the mental state of the parties. The law favors the party with the more innocent mental state. 2. If the parties have the same mental state, the court will either plug in a term OR refuse to plug in a term and the contract will fail. |
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Term
| Court approaches to contract interpretation |
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Definition
1. Subjective approach - No contract if parties have different meanings.
2. Objective approach - Court decides what the term means.
3. Modified objective approach (ARKANSAS) - Court will look at who is more at fault and decide the term in favor of the more innocent party. |
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Term
| Hierarchy of manifestations of intention between parties when interpreting contracts |
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Definition
1. Express terms
2. Course of performance
3. Course of dealing
4. Usage of trade |
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Term
| Doctrine of reasonable expectations |
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Definition
| NO ARKANSAS CASE LAW. Court trying to protect the party with less bargaining power but still interpreting intent of the parties. Mostly applies to insurance contracts that are standardized adhesion contracts. |
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Term
| Characteristics of an adhesion contract |
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Definition
1. Printed form with a lot of terms
2. Drafted by one party
3. Party that drafted the contract makes these sorts of contracts on a routine basis.
4. Drafting party will only enter into the transaction on the terms contained in the document.
5. May dicker but generally take it or leave it.
6. Adhering party enters into few of these transactions.
7. Principal obligation of the adhering party in the transaction is to pay money. |
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Term
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Definition
| Anything outside the writing itself. Once a contract is reduced to a writing intended to be final, the writing should control the relationship of the parties. |
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Term
| How can you tell if a writing is final when determining for the parol evidence rule? Two approaches. |
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Definition
Intent of finality is the only requirement.
Two approaches:
1. Four corners rule: Look at the face of the document only.
2. Modern approach (ARKANSAS) : Look at all parol evidence first to determine finality. |
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Term
| Three exceptions to the parol evidence rule |
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Definition
1. To explain.
2. To supplement.
3. To contradict. |
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Term
| "To explain" exception to the parol evidence rule |
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Definition
Arkansas requires a prior showing of ambiguity (but not all courts do).
Two approaches to determining ambiguity:
1. Plain meaning rule: Word must be ambitious on its face. Doesn't look at parol evidence first.
2. Modern approach: Every word can be ambiguous, so all parol evidence is poked at. Judge may use the modified objective approach to determine which meaning prevails. |
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Term
| "To supplement" exception to the parol evidence rule |
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Definition
If the contract is complete, then NO.
If the contract is incomplete, then YES.
Use the same test as finality.
Partial integration (incomplete) example is one of the terms was oral and the others were written.
If there is a merger clause, the court can look at it in two ways:
1. Four corners: Merger clause works.
2. Modern: Merger clause is just one factor to consider. |
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Term
| "To contradict" exception to the parol evidence rule |
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Definition
Generally not admissible but must look at the time frame.
Prior: NO
Contemporaneous: Oral evidence - NO. Written evidence: UCC - YES, Restatement - NO.
Subsequent: YES |
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Term
| Parol evidence rule in UCC contracts |
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Definition
1. Must be final writing. Does not use four corners rule.
2. Explain, Supplement, Contradict
Explain: Does not require ambiguity. Commercial context is admissible. Course of performance, course of dealing, usage of trade are admissible.
Supplement: Admissible unless contract is also complete. Test is would the terms certainly have been included? Court is more willing to find that it is not complete.
Contradict: Prior oral or written oral - NO. Contemporaneous oral - NO. Contemporaneous written - YES. Subsequent oral or written - YES. |
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Term
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Definition
| Courts read in terms because of public policy. Can come from common law or statutes. Courts are more willing to read in terms that are material in order to save the contract. |
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Term
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Definition
These terms are based on conduct.
A reasonable person would believe that the parties did agree just failed to include the term.
Jury question. |
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Term
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Definition
The court reads these is regardless of whether the parties intended it.
Question for the judge.
Examples: good faith, UCC gap fillers |
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Term
| Implied terms: Contracts without duration problem |
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Definition
If the contract doesn't state when the contract will end, there are three views.
1. Terminable at will: Traditional approach.
2. Perpetual contract: Courts unlikely to impose.
3. Reasonable duration: Courts are able to use their common law power to read in or imply a reasonable duration. |
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Term
| Implied terms: Franchise contracts problem |
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Definition
| Without a reasonable duration, the franchisor's promise is illusory. Most courts find that franchise contracts fall under the UCC. The UCC reads in reasonable duration that requires reasonable notification of termination (to allow other party to seek substitute arrangement). Arkansas requires a franchisor to give a franchisee 90 days written notice. |
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Term
| Implied obligation of good faith |
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Definition
| A contract must be carried out in good faith. Both the UCC and the Restatement imply good faith into every contract. |
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Term
| Good faith - two components |
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Definition
Subjective: Honesty in fact, white heart.
Objective: The observance of reasonable commercial standards of fair dealing (white heart is not enough) |
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Term
| Examples of application of implied good faith |
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Definition
1. To add terms.
2. To temper express terms.
3. To control the exercise of discretion. |
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Term
| Exceptions to at will employment |
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Definition
1. Contract provision - Contract states that termination can only be for cause. Arkansas recognizes.
2. Good faith - Every contract has good faith read in but most states won't read in good faith to prevent termination without cause. Arkansas does not recognize.
3. Public policy - Can't be fired by engaging in conduct required by statute or common law (whistleblowing). Arkansas recognizes.
4. Permanent employment - Must show you gave extra consideration (ex. giving up a job somewhere else)
5. Policy manual - Most policy manuals are viewed as unilateral statements and not apart of the contract. Arkansas allows it to become part of the contract but won't give effect to implied promises. |
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Term
| Calculating damages in an employment contract |
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Definition
| How long would the contract have continued had the employer not fired the employee? Most courts try to determine a reasonable duration. Arkansas measures only from the time of termination to the date of trial. |
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Term
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Definition
| A warranty is a promise that a proposition of fact is true. It is an express or implied promise that something in furtherance of the contract is guaranteed by one of the contracting parties. |
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Term
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Definition
Warranties created by words, circumstances, or conduct. Made by the seller in 3 ways:
1. Any affirmation of fact or promise made by the seller to the buyer which relates to the goods creates an express warranty that the goods shall conform to the affirmation or promise.
2. Any description of goods creates an express warranty that the goods shall conform to the description.
3. Any sample or model of goods creates an express warranty that the goods shall conform to the sample or model. |
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Term
| Implied warranties under the UCC |
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Definition
1. Merchantability
2. Fitness for a particular purpose
3. Warranty of title |
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Term
| Requirements for merchantability under the UCC |
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Definition
Seller must be a merchant with respect to goods of that kind.
A good must be at least:
1. Pass without objection in the trade under contract description.
2. With fungible goods, the goods must be of fair, average quality.
3. Fit for ordinary purpose for which the goods are used.
4. Run within the variations allowed by the agreement.
5. Be adequately contained, packaged and labeled. |
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Term
| Fitness for a particular purpose under the UCC |
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Definition
There must be both seller knowledge and buyer reliance.
Seller knowledge - Seller has to have reason to know of your particular purpose for which the goods are required.
Buyer reliance - The buyer has to rely on the skill of the seller to pick out the goods. |
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Term
| Warranty of title under the UCC |
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Definition
| The goods shall be delivered free from any security interest of which the buyer, at the time of contracting, has no knowledge. |
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Term
| Common law implied warranty of sound workmanship and proper construction of warranty of habitability |
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Definition
| In Arkansas this can be disclaimed, it extends to subsequent buyers and does not applied to people who build their own home. Cannot be excused by lack of knowledge. |
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Term
| Sellers defenses to warranties |
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Definition
| Disclaimers of both express and implied warranties (look over in outline) |
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Term
| Minority as a defect to avoid enforcement of the contract (2 views) |
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Definition
Traditional view: Minors can avoid any contract entered into while in minority by returning in specie. They will recover the full purchase price. ARKANSAS follows this view.
Modern view: The minor can still avoid the contract but must compensate the other party. Two approaches: benefit (refunded the purchase price minus the benefit of what he received) v. depreciation (refunded the purchase price minus deduction for depreciation) |
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Term
| Exceptions to minors avoid contracts |
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Definition
1. Necessaries - Items necessary for survival. Minors have to pay the reasonable value of the goods. Adult has the burden of proving that it is necessary. Arkansas recognizes.
2. Ratification - Minor must disaffirm or affirm a contract made during minority when age of majority is reached. New promise in age of majority can be ratified in Arkansas by performance.
3. Misrepresentation - In some states, the minor may not be able to recover if he lied about his age. Not the case in Arkansas. |
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Term
| Difference between void and voidable |
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Definition
Void - Contract has no effect at law, therefore no affirmative action must be taken to get out of it.
Voidable - You have to take affirmative action to get out of the contract. |
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Term
| Incapacity as a defect to avoid enforcement of the contract |
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Definition
Presumption is that one is competent.
Burden is on the incompetent person.
Competency is tested at the moment the contract is entered into. |
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Term
| Restatement tests for incapacity as a defect to avoid enforcement of the contract |
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Definition
1. Cognitive - Unable to understand in a reasonable manner the nature and consequences of the transaction
2. Volitional - Unable to act in a reasonable manner in relation to the transaction and the other party has reason to know of this condition |
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Term
| Arkansas approach to incapacity as a defect to avoid enforcement of the contract |
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Definition
Adopts the cognitive test.
Adjudication: Persons adjudicated incompetent create a presumption that capacity is lacking to assent to the contract, but NOT just because you are appointed a guardian.
Voluntary incapacity: Arkansas has recognized drunkenness as a defense. The other party must have reason to know that by reason of intoxication (a) he is unable to understand the nature and consequences of the transaction (b) he is unable to act in a reasonable manner in relation to the transaction. |
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Term
| Duress as a defect to avoid enforcement of the contract |
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Definition
| A condition in which one is induced by a wrongful act or unlawful threat of another to make a contract under circumstances in which he is deprived of his free will. |
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Term
| Two improper acts by which duress is created |
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Definition
Physical compulsion - Makes the contract VOID
Wrongful threat - Must be improper but doesn't have to be illegal. Makes the contract voidable. |
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Term
| Duress as a defect to avoid enforcement of the contract REQUIREMENTS |
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Definition
1. Improper act - Duress is created by either a physical compulsion or a wrongful threat.
2. Induce the assent - Must be the cause of the other party entering into the contract.
3. No reasonable alternative - If you can litigate or have an alternative source of funds or goods, you can't claim duress. |
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Term
A threat is improper if:
(Harsher threats) |
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Definition
1. What is threatened is a crime or a tort, or the threat itself would be a crime or a tort if it resulted in obtaining property.
2. What is threatened is a criminal prosecution.
3. What is threatened is the use of civil process and the threat is made in bad faith.
4. The threat is a breach of the duty of good faith and fair dealing under a contract with the recipient. |
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Term
A threat is improper if the resulting exchange is not on fair terms and:
(Lesser threats) |
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Definition
1. The threatened act would harm the recipient and wound not significantly benefit the party making the threat.
2. The effectiveness of the threat in inducing the manifestation of assent is significantly increased by prior unfair dealing by the party making the threat.
3. What is threatened is otherwise a use of power for illegitimate ends. |
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Term
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Definition
| Making a threat to harm an economic interest or taking advantage of a party in dire economic straits. The economic straits must have been created by the party against who the duress is claimed. Arkansas allows this claim. |
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Term
| Undue influence as a defect to avoid enforcement of the contract DEFINITION |
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Definition
| Unfair persuasion of a party who is under the domination of the person exercising the persuasion, or who, by virtue of the relation between them is justified in assuming that the person will not act in a manner inconsistent with his welfare. Undue influence makes the contract voidable. |
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Term
| Undue influence as a defect to avoid enforcement of the contract FACTORS |
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Definition
1. Was there a susceptible party?
2. Was there an opportunity to persuade?
3. Who took steps to initiate the contract?
4. Did the more susceptible party have access to independent advice?
5. Was the transaction of an unnatural nature? |
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Term
| Undue influence as a defect to avoid enforcement of the contract CHARACTERISTICS |
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Definition
1. Was the contract entered into at an unusual time or an usual place?
2. Were there multiple persuaders?
3. Was there an absence of third party advisors and assertions that there is no time to contact an attorney?
4. Was there a high demand to quickly close negotiations?
5. Was there an extreme emphasis on the consequences of not entering into the contract? |
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Term
| Misrepresentation as a defect to avoid enforcement of the contract DEFINITION |
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Definition
| Fraud or deceit. Overlap between contract and tort law. Fraud requires a preponderance of the evidence on every element. |
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Term
| Misrepresentation as a defect to avoid enforcement of the contract ELEMENTS |
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Definition
1. A false representation of material fact: Has to be of an important detail that influenced the other party's decision. Must be a fact, not opinion. Sometimes nondisclosures/omissions are actionable.
2. Knowledge that the representation is false: (a) Intentionally lying is fraud (b) Making an assertion without basis to believe that it's true is reckless and will qualify as fraud (c) Constructive fraud in Arkansas is "the making of misrepresentations by one who, not knowing whether they are true or not, asserts them to be true without knowledge of their falsity and without moral guilt or evil intent."
3. Intent to induce action: The party making the representation must intend for the other party to rely on it.
4. Reasonable reliance on the false representation: If the victim could have discovered the information on their own, they haven't reasonably relied.
5. Damages: Must have suffered damages. |
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Term
| Misrepresentation as a defect to avoid enforcement of the contract OPINIONS |
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Definition
Opinions can occasionally qualify as misrepresentations:
1. One party misrepresents their state of mind by lying about holding a certain opinion.
2. When the opinion implies that there are embedded facts that the party knows to be untrue.
3. The party stands in a relationship of trust or confidence to the recipient.
4. The party who made the opinion is an expert.
5. The party renders an opinion to one who is particularly susceptible to misrepresentation. |
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Term
| Misrepresentation as a defect to avoid enforcement of the contract DUTY TO DISCLOSE |
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Definition
There is a duty to disclose when:
1. The party knows that disclosure would prevent some previous assertion from being a misrepresentation.
2. The party knows that a disclosure would correct a mistake of the other party as to a basic assumption on which the party is making the contract.
3. The party knows that disclosure would correct a mistake of the other party as to the contents or the effect of the writing.
4. The other party is entitled to know the fact because of fiduciary relationship between them. |
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Term
| Misrepresentation as a defect to avoid enforcement of the contract REMEDIES |
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Definition
1. Rescission: Plaintiff can disaffirm, but must give goods back. Will return the parties to status quo.
2. Sue in tort and get money damages: Plaintiff affirms the contract then sues for damages. This option allows you to keep what you contracted for but also get money damages. If you sue in contract, you will likely get expectation damages (best). If you sue in tort, you will get less because it will restore plaintiff to where he was before the injury. Punitive damages are typically only available in tort. |
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Term
| Unconscionability as a defect to avoid enforcement of the contract |
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Definition
| The absence of a meaningful choice on the part of one of the parties coupled with contract terms that are unreasonably favorable to the other party. Question of law for the judge. Not applied often. |
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Term
| Unconscionability as a defect to avoid enforcement of the contract TYPES |
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Definition
Some states require both, Arkansas does not.
Substantive: Unfair terms, excessive price or remedies for the creditor, terms unreasonably favorable to one party. ASC has rejected a contract as unconscionable on price alone.
Procedural: Process of entering into the contract (unequal bargaining power, absence of meaningful choice, presence of advisors, etc.) |
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Term
| Unconscionability as a defect to avoid enforcement of the contract FACTORS |
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Definition
Do the terms "shock the conscience of the court"?
a. Adhension contract
b. Relative sophistication of the parties
c. The manner in which the contract was created
d. Terms hidden in the fine print
e. Deceptive sales techniques |
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Term
| Unconscionability as a defect to avoid enforcement of the contract APPLICATION |
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Definition
The court can:
a. Refuse to enforce the contract
b. Enforce the remainder of the contract without the unconscionable term.
c. Limit application of the unconscionable term. |
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Term
| Public policy as a defect to avoid enforcement of the contract |
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Definition
| A contract can be void for violating an established public policy or it can be illegal because it violates criminal law. There must be a well-established basis for any public policy that would deny enforcement of a contract. |
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Term
| Public policy as a defect to avoid enforcement of the contract COVENANTS NOT TO COMPETE |
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Definition
Disfavored but can be valid.
Requirements:
a. Ancillary: part of a larger contract
b. Valid interest: business interest must outweigh public interest
c. Scope: must be reasonable in terms of geography and time
Level of scrutiny:
a. Employment contracts: stricter scrutiny
b. Sale of businesses: ordinary scrutiny, more likely to be upheld
Blue-penciling: Striking an offending portion and enforcing the rest. Three approaches:
a. Unlimited: reword the offending clause entirely
b. Severance: cut the offending portion but not change the words
c. None: Arkansas doesn't blue-pencil |
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Term
| Ways to avoid performance after contract formation |
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Definition
1. Mistake
2. Changed circumstances
3. Modifications |
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Term
| Ways to avoid performance after contract formation MUTUAL MISTAKE |
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Definition
Mistake is a belief that is not in accord with the facts. Both parties are mistaken. Court more likely to grant relief.
1. Both parties are mistaken.
2. At the same time the contract was made
3. As to a basic assumption on which the contract was made
4. Has a material effect on their exchange of consideration
5. If these elements are met, then the contract is voidable by the one who was adversely affected unless he bore the risk of mistake.
Party bears the risk by agreement, conscious ignorance or the court allocates it to him. |
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Term
| Ways to avoid performance after contract formation UNILATERAL MISTAKE |
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Definition
Only one party is mistaken. More difficult to get relief.
Meet elements of mutual mistake PLUS either
1. Unconscionable OR
2. Knowledge/fault: the other party had reason to know or the mistake or his fault caused the mistake |
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Term
| Ways to avoid performance after contract formation MISTAKE REMEDIES |
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Definition
Contract is voidable.
Rescission: Party who rescinds must give the other party his stuff back
Reformation: Party who made the mistake asks the court to alter the writing to reflect what the parties actually meant. |
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Term
| Ways to avoid performance after contract formation MISTAKE DEFENSES |
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Definition
Affirmative: One party does nothing for too long or something inconsistent with avoidance
Apportionment of risk: Party bore the risk |
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Term
| Ways to avoid performance after contract formation CHANGED CIRCUMSTANCES |
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Definition
| Some extraordinary change in circumstances has occurred that makes performance radically different from what the parties had expected. Three doctrines: Impossibility, Impracticability, Frustration. |
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Term
| Ways to avoid performance after contract formation CHANGED CIRCUMSTANCES: IMPOSSIBILITY |
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Definition
| Circumstances have changed as to make performance impossible. Not recognized at common law. Three exceptions: personal service contracts, destroyed subject matter, supervening illegality |
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Term
| Ways to avoid performance after contract formation CHANGED CIRCUMSTANCES: IMPRACTICABILITY |
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Definition
Performance is possible but nonsensical to enforce. Five elements, if met duty is discharged:
1. Event occurs after the contract is entered into.
2. No fault on avoiding party.
3. Non-occurrence of the event is a basic assumption. Completely unforeseen and extreme.
4. Makes performance impracticable. Cannot perform except with extreme and unreasonable difficulty.
5. Avoiding party didn't assume the risk. |
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Term
| Ways to avoid performance after contract formation CHANGED CIRCUMSTANCES: FRUSTRATION |
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Definition
The principal purpose of the contract is substantially frustrated. Performance is excused because the contract has lost all value to that person after the event occurs. Elements:
1. Event occurs after the contract is entered into.
2. No fault on avoiding party.
3. Non-occurrence of the event is a basic assumption. Completely unforeseen and extreme.
4. Frustrated purpose substantially.
5. Avoiding party didn't assume the risk. |
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Term
| Ways to avoid performance after contract formation MODIFICATIONS |
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Definition
| The parties can change the terms themselves. This is really just a new contract - both parties are forbearing their rights under the original contract and entering into a second contract. Generally require new consideration. Some courts allow for recession of the original contract followed by modification, but the Restatement rejects. |
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Term
| Ways to avoid performance after contract formation MODIFICATIONS: STATUTE OF FRAUDS |
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Definition
| Statute of Frauds applies to modifications if the original contract fell under the Statute of Frauds or if the contract, as modified, falls under the Statute of Frauds. A no-oral modifications clause had no effect at common law (illusory), the UCC allows for these but they can be waived. |
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Term
| Ways to avoid performance after contract formation MODIFICATIONS: SETTLEMENT |
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Definition
| Settlements of contract debts are modifications. An accord is a contract in which a creditor agrees with the debtor to accept performance of something less than payment of the full amount of the debt in return for the creditor's agreement to discharge the debt. This is a modification. Look at hypo in outline. |
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Term
| Difference between liquidated and unliquidated debts |
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Definition
Liquidated debt: No debate as to the value of the debt. Common law rule is modifications on liquidated debt are not binding but courts are now willing to make exceptions to encourage settling outside of court.
Unliquidated debt: No fixed dollar amount, dispute as to how much is owed. The settlement would be binding because B has given something new, promise to forbear from suing for A's breach. |
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Term
| Ways to avoid performance after contract formation MODIFICATIONS: PAID IN FULL CHECKS |
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Definition
Sometimes a party will write a check with "paid in full" in the memo line in order to try to settle a contract debt. UCC says this works for unliquidated debts BUT there are 4 requirements:
1. The instrument must be tendered in good faith.
2. The amount of the claim was unliquidated or subject to a bona fide dispute.
3. The claimant cashed the check.
4. Has to have a conspicuous statement of full payment.
Exceptions:
1. The organization required that the debtor send the check to a specific person and the debtor didn't comply.
2. The creditor repays the amount of the check to the debtor within 90 days. But if the debtor can prove that the creditor knew he was cashing the check in satisfaction of the debt, this won't work for the creditor. |
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Term
| Rights and responsibilities of third parties |
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Definition
| You can't contractually destroy the rights of a third party but you can create rights in them. |
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Term
| Rights and responsibilities of third parties : THIRD PARTY BENEFICIARIES |
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Definition
| Common law wouldn't allow third parties to enforce rights created under a contract. Modern courts (including Arkansas) allows but there is a presumption against them. Presumption is that everyone is contracting for themselves. |
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Term
| Rights and responsibilities of third parties : THIRD PARTY BENEFICIARIES - RESTATEMENT CATEGORIES |
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Definition
First Restatement:
1. Donee: Gift free of consideration. COULD sue to enforce.
2. Creditors: Given benefit of performance in fulfillment of an obligation. COULD sue to enforce.
3. Incidental: Benefit wasn't intended. COULDN'T sue to enforce.
Second Restatement:
1. Intentional: Can enforce.
2. Incidental: Can't enforce.
Whose intent matters for the creation? Courts are split and Arkansas is unclear. Intent is determined by totality of the circumstances, language of the contract, who performance flows to, and consideration of fairness and practicality. |
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Term
| Rights and responsibilities of third parties : THIRD PARTY BENEFICIARIES - VESTING |
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Definition
Vesting occurs at the moment when the third-party beneficiary can sue to enforce the contract. After vesting, the parties can't do anything without the consent of the third party. Right has vested when:
1. A term in the contract says the rights are vested.
2. The third-party beneficiary materially changed position in justifiable reliance.
3. The third-party beneficiary brings suit on the contract.
4. The third-party beneficiary manifests assent to the contract at the request of a party to the contract.
5. The third-party beneficiary brings suit on the contract. |
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Term
| Rights and responsibilities of third parties : THIRD PARTY BENEFICIARIES - SPECIFIC CONTRACTS |
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Definition
Will-drafting
Construction
Work-safety
Government (usually incidental) |
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Term
| Rights and responsibilities of third parties : ASSIGNMENT |
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Definition
| An assignment is an act or manifestation by the owner of a right (assignor) indicating his intent to transfer that right to another person (assignee). Not valid at common law. Modern courts like it because of free alienation of property. |
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Term
| Rights and responsibilities of third parties : ASSIGNMENT RESTATEMENT |
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Definition
Contract rights are freely assignable, extinguishing the assignor's rights to the obligor unless:
a. The assignment materially changes or materially increases the burden or risk to the obligor. What is considered "material" depends on the nature of the contract and the circumstances surrounding it.
b. It impairs the obligor's right to return performance.
c. It is forbidden by statute or public policy.
d. It is precluded by the contract. |
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Term
| Rights and responsibilities of third parties : ASSIGNMENT MANIFESTATION |
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Definition
A manifestation of an assignment:
a. Can be written, oral or by conduct
b. If the assignment is within Statute of Frauds, it must comply.
c. It can be to the assignee or a third party.
d. No consideration is required because a new contract is not being created. |
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Term
| Rights and responsibilities of third parties : ASSIGNMENT EFFECT |
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Definition
| Obligor does not have to give consent. Once they know of the assignment, they must pay out funds to the assignee if they have received notification. |
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Term
| Rights and responsibilities of third parties : DELEGATION |
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Definition
| Delegation of contractual duties is the transferring of a duty where a person who is subject to a duty of performance may employ others to perform it. |
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Term
| Rights and responsibilities of third parties : DELEGATION EXCEPTIONS |
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Definition
Duties are delegable unless:
1. It is contrary to public policy.
2. The contract says you cannot delegate.
3. The obligee has a substantial interest in the obligor himself performing. |
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Term
| Rights and responsibilities of third parties : DELEGATION EFFECT |
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Definition
| The original obligor remains liable to the obligee until performance is rendered by the obligee. The question of whether duties were assigned and/or delegated is a question of intent. |
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Term
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Definition
Sometimes the contract does not have a natural death.
1. Conditions
2. Breach |
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