Term
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Definition
| a binding agreement between two or more parties that the courts will enforce |
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Term
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Definition
| most types of contracts are governed primarily by State common law, including contracts |
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Term
| Uniform Commercial Code (UCC) |
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Definition
| Contract law regarding the sale of goods is governed by the UCC, one of the few areas of contract law where statutory law has replaced common law almost completely |
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Term
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Definition
| the parties to a contract must show by words or conduct that they have agreed to enter into a contract; generally requires an offer and an acceptance |
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Definition
| each party to a contract must intentionally exchange a legal benefit or incur a legal detriment as an inducement to the other party to make a return exchange |
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| the purpose of a contract must not be criminal, tortuous, or otherwise against public policy; legality of object |
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Definition
| the parties to a contract must have legal contractual capacity |
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Definition
| an agreement that is stated in words, either orally or in writing |
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Definition
| the agreement of the parties is inferred from their contract |
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Definition
| both parties exchange promises |
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Definition
| only one party makes a promise |
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Definition
| has been fully performed by all of the parties |
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Definition
| a contract that has yet to be fully performed |
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Definition
| one that meets all of the requirements of a binding contract |
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Definition
| no contract at all; without legal effect |
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Definition
| a contract capable of being made void |
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Term
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Definition
| a contract for the breach of which the law provides no remedy |
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Term
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Definition
| a doctrine enforcing some noncontractual promises. It's a promise made under circumstances that should lead the promisor reasonably to expect that the promise would induce the promisee to take definite and substantial action, and the promisee does take such action. Hence, a court will enforce the promise to the extent necessary to avoid injustice. |
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Term
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Definition
| an obligation not based on contract that is imposed to avoid injustice. A court will impose it when 1) the plaintiff confers a benefit upon the defendant, 2) the defendant knows or appreciates the benefit, and 3) the defendant’s retention of the benefit is inequitable. The plaintiff recovers the reasonable value of the benefit she conferred upon the defendant. |
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Term
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Definition
| the benefit to be gained that serves as the inducement to enter into a contract; what a party receives from the contract |
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Term
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Definition
| a legally sufficient, bargained-for exchange; each side agrees to give something of legal value in exchange for something of legal value |
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Term
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Definition
| normally, a contract is only binding when all parties give and receive consideration |
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Definition
| the value to be exchanged must be recognized legally to be enforceable |
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Term
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Definition
| obtaining something to which one had no prior legal right |
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Term
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Definition
| doing an act one was not legally obligated to do or not doing an act that one has a legal. There is no requirement of fair or balanced consideration; fairness and balance is irrelevant; the law doesn’t protect you from making a ‘bad’ deal. |
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Term
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Definition
| a promise imposes no real obligation on the promisor; pretends to be consideration, but isn’t due to a limitation |
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Term
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Definition
| Output Contract, Requirement Contract, Conditional Promise |
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Term
| Preexisting Public Obligations |
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Definition
| public duties such as those imposed by a tort or criminal law are neither a legal detriment nor a legal benefit |
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Term
| Preexisting Contractual Obligation |
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Definition
| performance of a preexisting contractual duty is not consideration |
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Term
| Modification of a Preexisting Contract |
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Definition
| under the common law a modification must be supported by mutual consideration; under the Code a contract can be modified without new consideration |
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Term
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Definition
| the parties agree to rescind their original contract and enter into a new one; rescission and new contract are supported by consideration |
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Term
| Settlement of an Undisputed Debt |
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Definition
| payment of a lesser sum of money to discharge an undisputed debt does not constitute legally sufficient consideration |
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Term
| Settlement of a Disputed Debt |
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Definition
| payment of a lesser sum of money to discharge a disputed debt is legally sufficient consideration |
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Term
| UNDER Settlement of a Disputed Debt |
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Definition
| Accord is agreement to pay lesser amount and Satisfaction is when money is paid |
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Term
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Definition
| Parties agree to rescind the original contract and enter into a new one |
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Definition
| consideration is required |
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Definition
| no consideration is required if modification is made in good faith |
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Term
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Definition
| an act done before the contract is made is not consideration, and generally will not provide a basis for a contract |
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Term
| Under Past Consideration : Promise to Pay Debt Barred by the Statute of Limitations |
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Definition
| a new promise by the debtor to pay the debt renews the running of the statute for a second statutory period |
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Term
| Under Past Consideration : Promise to Pay Debt Discharged in Bankruptcy |
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Definition
| may be enforceable without consideration |
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Term
| Under Past Consideration : Voidable Promises |
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Definition
| a new promise to perform a voidable obligation that has been previously avoided is enforceable |
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Term
| Gambling (except where legally authorized) |
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Definition
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Term
| Criminalized transactions |
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Definition
| illegal drug sales, prostitution, child pornography, sales of alcohol to minors, sales of items known to be stolen, etc. |
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Term
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Definition
| establish a maximum allowable rate of interest; charging a higher amount |
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Term
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Definition
| licensing statute that is intended to protect the public against unqualified persons; required by an agency to prove competency |
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Term
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Definition
| only seeks to raise money; a tax, not about competency |
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Term
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Definition
| unreasonable restraints of trade are unenforceable |
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Term
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Definition
| the courts generally disfavor contractual provisions excusing a party from liability for its own tortious conduct, but may enforce if only applicable to negligent conduct |
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Term
| Unconscionable contracts or provisions (UCC only) |
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Definition
| unfair or unduly harsh agreements are not enforceable |
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Term
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Definition
| an agreement that requires a person to commit a tort is unenforceable |
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Term
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Definition
permit one party to recover payments
o Party Protected by Statute
o Party Not Equally at Fault
o Partial Illegality |
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Term
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Definition
| is someone under the age of majority (18 in most states). Contracts are voidable at the minor’s opinion; minor can get out of a contract until the age of 18, or shortly thereafter |
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Term
| Exception for Necessary Expenses |
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Definition
| a minor is liable for the reasonable value of necessities (food, clothing, shelter) |
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Term
| Person Under Guardianship |
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Definition
| contracts made by a person placed under guardianship by court are void |
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Term
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Definition
| a contract entered into by a mentally incompetent person (someone who is unable to understand the nature and consequences of his acts) is voidable |
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Term
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Definition
| a contract entered into by an intoxicated or impaired person is voidable |
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Term
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Definition
| affirmation of the entire contract; once they turn 18, they cant to continue contract and make it valid |
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Term
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Definition
| avoidance of the contract; minor can get out of contract until age of majority and reasonable time thereafter |
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Term
| the effects on enforceability of the various types of contracts with persons lacking capacity (void vs. voidable) |
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Definition
Guardianship = VOID
All others = VOIDABLE |
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Term
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Definition
| the primary theory of damages when a valid contract is breached |
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Term
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Definition
| Compensatory damages / Economic |
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Term
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Definition
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Term
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Definition
| value of promised performance minus value of actual performance |
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Term
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Definition
| loss or costs the injured party avoids by not having to perform |
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Term
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Definition
| not arising direction out of a breach |
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Term
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Definition
| arise directly out of a breach |
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Term
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Definition
| injured party may not recover damages for loss he could have avoided by a reasonable effort |
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Term
| Foreseeability of Damages |
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Definition
| potential loss that the party now in default had reason to know of when the contract was made |
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Term
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Definition
| a small sum ($1) awarded where a contract has been breached but the loss is negligible or unproved |
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Term
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Definition
| a set amount, reasonable under the circumstances, agreed upon in advance by the parties to a contract |
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Term
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Definition
restoration of injured party to position she was in before the contract was made, generally returning value given to the other party; wrongful party must give something back
o Unenforceable Contracts
o Voidable Contracts |
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Term
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Definition
| contract damages placing the injured party in as good a position as she would have been in had the contract not been made; compensate for the loss. Sole remedy in promissory estoppel situations |
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Term
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Definition
| damages are not recoverable beyond an amount that can be established with reasonable certainty |
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