Term
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Definition
| The transfer of contractual rights to a third party |
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Term
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| The transfer of contractual duties to a third party |
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| The person assigning the rights to a third party |
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| The party recieving the rights |
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Term
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Definition
| The person to whom a duty, obligation, is owed |
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Term
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Definition
| the person who is obligated to perform the duty |
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Definition
Cannot be done when the contract calls for a unique skill set
(Bruce Springstean)
When the contract prohibts delegation
When the performance of the thrid party will vary materially from that expected by the obligee |
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Term
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Definition
When a statue prohibits assignment
(future workers' compensation)
When a contract is personal in nature
(cannot change who is tutored nor who is the tutor under that same contract)
When an Assignment will signficantly change the risk or duties of the obligor.
When the contract specifically prohibits assignment |
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Term
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Definition
| When the original parties to the contract agree that the contract performance should be rendered to or directly benefit a another person |
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Definition
| the third party that has legal rights and can sue the promisor directly for breach |
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Definition
| This benifit is unintentional and therefore the recieving party cannot sue |
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Term
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Definition
| Makes a contract enforceable even if all of the elements of the contract are not fulfilled |
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Term
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Definition
| possible future event, the occurance or nonoccurrence of which will trigger performance of a legal obligation or terminate an existing obligation under the contract |
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Term
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Definition
A condition that must be fulfilled before a party's performance can be required
(buy the house if the morgage company approves the loan) |
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Term
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Definition
| operate to terminate a party's absolute promise to perform |
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Term
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Definition
| when each party's performance is dependant on the other party's performance or tender |
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Term
| Does the assignment need to be in writing |
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Definition
| If the contract needs to be in writing because of the statue of frauds |
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Term
| How a contract is completed |
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Definition
| Its is fully performed or it is discharged |
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Term
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Definition
| Before either party to a contract has a duty to perform one of the parties may refusee to carry out his or her contractual obligations |
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Term
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Definition
| the parties make another agreement that also satisfies the legal requirements for a contract |
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Term
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Definition
| When both of the parties to a contract agree to substitute a third party for one of the original parties |
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Term
| ways to discharge by operation of law |
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Definition
| Alteration of the contract. Statue of limitations. bankruptcy. impossibility or impraticability of performance. |
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Term
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Definition
if one party changes the terms of the price of the contract without the other party's knowledge the unknowing party has the right to discharge
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Term
| impossiblity of performance |
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Definition
After a contract has been made, supervening event make performance impossible in an objective sense.
(Death) |
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Term
| What are the types of damages |
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Definition
Compensatory, Consequential, and Nominal
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Term
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Definition
| Look to give the non-breaching party the benefit of the bargin |
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Term
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Definition
| Duty to attempt to cut your losses |
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Term
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Definition
Money i would not have spent if not for the breach
(Lawyers fees) |
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Term
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Definition
When no actual damage or financial loss results from a breach of contra t and only a techincal injury is involved.
(contract to sell oranges for a dollar buyer breaches then you find a new buyer for 2 dollars) |
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Term
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Definition
| When you put a clause in your contract of how much you owe if you breach |
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Term
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Definition
| Specific performance, Restitution & Recission, Reformation |
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Term
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Definition
Basically just make the breaching party perform
(Courts don't like to do this because of the 13th amendmennt)
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Term
| Restitution and Recission |
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Definition
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Term
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Definition
| Allows the court to rewrite the contract to reflect the parties true intentions |
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Term
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Definition
| Not a contract however the court acts as if its an actual K to prevent unjust enrichment |
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Term
| What does the UCC say about open delivery terms in a K |
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Definition
| When no delivery terms are specified, the buyer normally takes delivery at the sellers place of buisness |
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Term
| When is the UCC enforced? |
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Definition
| When it involves a sale of goods |
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Term
| What can the UCC not be involved in? |
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Definition
| Real Estate, Stocks, patents, and copyrights |
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Term
| What constitutes as a sale of goods |
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Definition
| passing of title for a price, have to be tangable and movable. |
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Term
| What does the UCC say if there is an open price term on the K |
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Definition
| The court will determine a "resonable price at the the time for delivery" |
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Term
What is the difference between a service and a product defect
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Definition
Generally relies on the predominent factor a.k.a what was it's primary use
Timing belt vs. Mechanic who installed it |
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Term
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Definition
| Person who deals in goods of the kind or a person who by occupation holds himself or herself out as having knowledge and skill unique |
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Term
| What does the UCC state if there is an open quantity term in the K |
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Definition
| The court will have no basis for determining a remedy so the K fails |
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Term
| What does the UCC state if the assortment is not specified in the K |
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Definition
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Term
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Definition
| The one who transfers rights to the possesion |
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Term
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Definition
| The one who acquires the right to the possession and use of goods under a lease |
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Term
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Definition
| characterized as a good, an item of property than has a physical existence and is movable |
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Term
| What are the ways that someone can be considered a merchant |
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Definition
| Deals with goods of the kind, holds themselves out, hires a merchant |
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Term
| According to the UCC what is tre about modifications |
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Definition
| must be made in good faith, modification without consideration does require writing |
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Term
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Definition
| the offeror is a merchant and provides a offer that is signed under the UCC which means that, they may not recind the offer |
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Term
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Definition
| Orders to pay Checks , Promise to pay Certificates of deposit and promissary notes |
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Term
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Definition
| Person writing the check/draft |
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Term
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Definition
| Person to whom the order to pay is made |
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Term
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Definition
| An unconditional written order that involves three parties |
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Term
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Definition
| The drawee's written promise to pay the draft when it comes due |
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Term
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Definition
| the first delivery of an instrument by the make or drawer for the purpose of giving rights on the instrument to another person |
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Term
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Definition
| Ther person whom payment is ordered |
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Term
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Definition
| Promise by one party to pay money to another party or to bearer |
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Term
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Definition
| A note made by a bank acknowledging a deposit of funds made payable to the holder of the note |
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Term
| Who is a written promissory note made by |
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Definition
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Term
| What is a certificate of deposit (CD) |
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Definition
| is a type of note issued when a party deposits funds with a bank, and the bank promises to repay the funds with interest |
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Term
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Definition
| is a drawee who has accepted or agreed to pay an instument when it is presented later for payment |
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Term
| What does the UCC say constitutes as a signiture |
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Definition
| Any symbol executed or adopted by a person with the intent to authenticate a written or electronic document |
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Term
| What requirements must an instrument need in order for it to be negotiable |
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Definition
1. be in writing
2. be signed by the maker or the drawer
3. be an unconditional promis or order to pay
4. State a fixed amount of money
5. Be payable on demand or at a definite time
6. be payable to order or to bearer, unless it is a check |
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