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Definition
| a contract in which all elements of a contract are specifically stated (offer, acceptance, consideration), and the terms are stated, as compared to an "implied" contract in which the existence of the contract is assumed by the circumstances. |
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| an agreement which is found to exist based on the circumstances when to deny a contract would be unfair and/or result in unjust enrichment to one of the parties. An implied contract is distinguished from an "express contract." |
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| a contract in which a party has material unperformed obligations. An obligation to pay money does not usually make a contract executory. |
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| a contract which has been completely carried out by the parties or signed by the parties. |
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| an agreement that is legally binding because it is in conformity with all legal requirements and conditions. |
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| a void contract/agreement, is not actually a contract. Cannot be enforced by law. |
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| unlike a void contract, is a valid contract. It may be voided at the request of one party. |
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| a contract agreed by non-verbal conduct, rather then by explicit words. |
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| under the common law of contract, is a contract that the courts will not enforce because the purpose of the agreement is to achieve an illegal end. The illegal end must result from performance of the contract itself. |
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| a benefit obrained by one person at the expense of another, without a legal justification for it. |
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| put forward for consideration |
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| the act of voluntarily agreeing, to the terms of an offer, thereby creating a contract. |
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| something of value given by both parties to a contract that induces them to enter into the agreement to exchange mutual performances. |
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| The ability to do something; a legal right, power, or competency to perform some act. Comprehend both the nature and consequences of one's acts. |
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| an offer made by someone who has rejected a prior offer. |
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| involving only one part or side |
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| having two sides, involving both sides equally; binding on both parties to an agreement. |
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| a coming to an end of a contract period. |
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| the refusal to accept an offer, or the performance of a contract. |
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| cancelling or annulling an offer |
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| ending something because it is illegal |
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| to be sufficient to take debt out of operation of stature of limitations written "acknowledgement" or new promise must be direct, distinct, unqualified, and admission of existence of debt, which party is liable and willing to pay. |
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| the lack of ability,knowledge, legal qualification, or fitness to discharge a required duty or professional obligation. |
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| performing a legal duty which is already owed under a contract does not constitute consideration, unless that duty is unclear or honestly disputed. Once agreed under contract, party cannot change terms without consideration. |
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| Has no legal value. Cannot be used as basis to form a new contract. |
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| an offer of recompense given by authority of law for the performance of some act for the public good; which is to be paid or recompensated. |
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| the course of action or inaction taken by governmental entities (the decisions of the government) with regard to a particular issue or set of issues. |
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| a written agreement wherby a buyer assents to purchase for a sufficient consideration (the inducement to enter into an agreement) all the merchandise of a designated type that he or she might require for use in his or her own established business |
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| a statement that appears to assure a performance and form a contract but, when scrutinized, leaves to the speaker the choice of performance or non-performance, which means that the speaker does not legally bind himself or herself to act. |
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| in a law of sales, an agreement in which one party assents to sell his or her total production to another party, who agrees to purchase it. |
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| a type of contract that protects an offeree from an offeror's ability to revoke the contract |
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| clearing of guilt or blame |
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Definition
| descrives a defense against the enforcement of a contract based on the presence of terms that are excessively unfair to one party. Typically unenforceable because the consideration offered is lacking or is so obviously inadequate that to enforce the contract would be unfair to theparty seeking to escape the contract. |
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| a sociological group that does not make up a politically dominant voting majority of the total population of a given society. |
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| a law established by an act of the legislature. |
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| food, water, clothing, and shelter |
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| falsification: a willful perversion of facts |
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| the subjective intention of the parties is evaluated by the courts to determine whether there had been, in fact, a meeting of the minds of the parties. |
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| a misunderstanding or a mistake of a material fact made by just one of the parties involved in a contractual agreement. |
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| substantive common law rule in contract cases that precents a party to a written contract from presenting evidence that contradicts or adds to the written terms of the contract that appears to be whole. |
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| the requirement that certain kinds of contracts be memorialized in signed writing. Bars enforcement of an oral contract. |
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| the replacement of one obligation by another by mutual agreement of both parties; usually the replacement of one of the original parties to a contract with the consent of the remaining party. |
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| Not realized beforehand; unanticipated |
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| 'rescission by agreement', a discharge of both parties from the obligations of a contract by a new agreement made after the execution of the original contract but prior to its performance. |
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Term
| intended third party beneficiary |
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Definition
| 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 made for the third party's benefit. |
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Term
| incidental third party beneficiary |
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Definition
| someone who indirectly obtains a benefit as the result of the main purpose of the trust. Not an intended beneficiary. |
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Definition
| the promise wrongly or falsely made by a person to another person. |
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| a promise for which no consideration is given in return. |
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| a transaction by which a party to a contract arranges to have a third party perform the party's contractual duties. |
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| a public sale of property to the highest bidder, held by express authority, and the person who conducts them is licensed to do so under various regulations. |
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| funds set aside to cover future expenses, losses or claims. To retain; to keep in store for future or special use; to postpone to a future time. |
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| a method of discharging a claim whereby the parties agree to give and accept something in settlement of the claim and perform the agreement, the accord being the agreement and the satisfaction its execution or performance, and it is a new contract substituted for an old contract which is thereby discharged, or for an obligation or 'cause of action' which is settled, and must have all of the elements of a valid contract. |
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Definition
| a deception deliberately practiced in order to secure unfair or unlawful gain. Trickery; a trick. |
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| accidental or intentional untrue financial statement information that influences a companys value or price of stock. |
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| a misleading falsehood; falsification; a willful perversion of facts |
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| things that cannot be proven true or false |
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| uncorrupted by evil, malice, or wrongdoing. |
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Definition
| occurs when one party is forced into a contract due to economic pressure, which is much more then the ordinary pressure of the market. There must be compulsion of the will to the extend that the party under threat has no practical alternative but to comply and the pressure used is regarded by the law as illegitimate. |
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Term
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Definition
| the state of a person who does not speak or who refrains from speaking. Silence gives consent. (must know your rights, what you are doing, and the silence must be voluntary. |
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| certainty based on past experience. |
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| (in jurisprudence)- is an equitable doctrine that involves one person taking advantage of a position of power over another person. It is where free will to bargain is not possible. |
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| valid contract, but the court will not enforce. If the parties perform the agreement, it will be valid, but the court will not compel them if they do not. |
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Term
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Definition
| if a contract is legal in its terms when made, but subseuqent laws outlaw performance or subject matter, the parties may have to abandon the contract. Otherwise, parties are released from the contract. |
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Term
| commercial impracticability |
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Definition
| based on the assumption that a contractual duty is impracticable when it can be performed only on an unreasonable and excessive cost. |
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Term
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Definition
| in the law of contracts, frustration of purpose is a defense to enforcement of the contract. Frustration of purpose occurs when an unforeseen event undermines a party's principal purpose for entering into a contract, and both parties knew of this principal purpose at the time the contract was made. |
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Definition
| a legal excuse or defense to an action for the breach of a contract; less frequently, a defense to a criminal charge of an attempted crime, such as attempted robbery or murder. |
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Term
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Definition
| a change in the law that invalidates an agreement. Applies to contracts, legal at the time of their formation, whose subject matter was subsequently outlawed. |
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Term
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Definition
| has no legal value. Cannot be used as a basis to form a new contract. Consideration is anything of value promised to another when making a contract. |
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Term
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Definition
| the course of action or inaction taken by governmental entities with regard to a particular issue or set of issues. |
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Definition
| the individual's experience of a sense of fulfillment of a need or want and the quality or state of being satisfied. |
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Definition
| legal fiction of the common law representing an objective standard against which any individual's conduct can be measured. It is used to determine if a breach of the standard of care has occurred, provided a duty of care can be proven. |
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| workmanlike condition test |
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Definition
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Term
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Definition
| is made between parties to an earlier contract. Takes the place of an earlier contract, and also discharges the earlier one. |
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| tests whether a reasonable person having access to all the facts would consider that the auditor was independent. |
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| a duty that you are assigned to perform. |
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Term
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Definition
| the assignment of authority and responsibility to another person (normally from a manager to a subordinate) to carry out specific activities. However the person who delegated the work remains accountable for the outcome of the delegated work. |
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Definition
| are damages whose amount the parties designate during the formation of a contract for the injured party to collect as compensation upon a specific breach (e.g., late performance). |
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Definition
| compensation for losses that can readily be proven to have occurred and for which the injured party has the right to be compensated |
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Definition
| a breach of contract committed prior to the time of required performance |
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Term
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Definition
| an alternative principle to the perfect tender rule. This principle is relevant when a contractor's performance is in some way deficient, through no willful act by the contractor, yet is so nearly equivalent that it would be unreasonable for the owner to deny the agreed upon payment. If a contractor successfully demonstrates substantial performance, the owner remains obligated to fulfill payment, less any damages suffered as a result of the deficiencies in workmanship by the contractor. |
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Term
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Definition
| execution of a part of a contract. As a general rule, partial execution af a divisible contract may be considered acceptabe, but an indibisible contract must be executed in full for payment or release from performance obligations. |
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Definition
| everything of which anything is made |
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| a breach that technically violates a contract term or condition, but does not destroy the contract's value. A minor breach can be rectified by if the breaching party cures the breach within a reasonable period of time. |
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| a partial performance of a contract, promise or obligation. |
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Definition
| a third party who receives the benefit of a gift made to a donee. |
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Term
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Definition
| A third party beneficiary, in the law of contracts, is a person who may have the right to sue on a contract, despite not having originally been a party to the contract. This right arises where the third party is the intended beneficiary of the contract, as opposed to an incidental beneficiary. |
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Term
| personal services contract |
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Definition
| in contract law, the talents of a person which are unusual, special or unique and cannot be performed exactly the same by another. These can include the talents of an artist, an actor, a writer, or professional services. The value of personal services is greater than general labor, so woodcarving is personal service and carpentry is not. |
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