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| the determination of which law applies where more than one state is involved in a transactions, where conflicting laws exist within a state, or where federal law may preempt |
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| a transaction spanning several states, also known as a multistate transaction |
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Term
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| A comprehensive complilation of rules drafted by the American Law Institure and the National Conference of Commisioners on Union State Laws that includes a number of topics including the sale of goods and which becomes the law of a given state upon enactment by that state's legislature and signature of the govenor |
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Term
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| several meanings. The common law is the body of law and jurisprodential theory that originated and developed in England. Common law, as distinguished from law created by legislative enactment, is derived from coustom and usage and from judicial decisions recognizing and enforcing custom and usage. |
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Term
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an offer is a manisfestation of willingness to enter into a bargain, which justifies another person in understanding that his or her assent to that bargain is inveited and will conclude it.
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Term
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| an offeror is the party who extends the offer to the offeree |
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| the party whom the offeror invites to accept the offer |
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Term
| offer for a bilateral contract |
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| the offeror makes a promise to entice the offeree to make a promise (a promise for a promise) |
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| offer for a unilateral contract |
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| the offeror makes a promist to entice the offeree to perform (a promise for a performance) |
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| a contract has two "considerations"- consideration for the promisor's promise and consideration for the promisee's promise or performance. Consideration is the "price" sought by the promisor for his or her promise and the "price" sought by the promissee for his or her promise of performance. |
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| an acceptance is the offeree's manisfestation of assent to the terms of the offer. |
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| a recission is the abrogation of a contract. recission usually involves returning the parties to their pre-contract positions |
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| reformation is a judicial remedy designed to revise a writing ro conform to the real agreement of intention of the parties |
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| a promisor is the party who makes the promise |
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| a promisee is the party to whom a promise is made |
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| the defendant responds to the plaintiff's allegation of breach-"I'm complying with the terms of the contract" |
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Term
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| a release is the intentional relinquishment of a right |
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Term
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| a statute of limitations provides for a specified period of time within which a cause of action must be brought |
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Term
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| a cause of action is the theory upon which relief should be granted. the cause of actions should be distinguised from the remedy sought if the cause of action could be maintained. Breach of contract is a cause of actions; damages is a remedy for breach of contract |
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Term
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| a remedy is the relief sought if a cause of action can be maintained |
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Term
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| protecting the nonbreaching party's expectation interest places the nonbreaching party in the position he or she would have been in had the contract been fully performed by both parties according to the contract |
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Term
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| damages are compensation awarded by a court to a party who has suffered loss or injury to rights or property |
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| specific performance is a remedy whereby a court directs a party to do a specified act |
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| an injunction is an order issued by a court directing a party to refrain from a specified act |
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| protecting the nonbreaching party's reliance interest places the nonbreaching party back to the position he or she was in prior to relying on the breaching party's promise. |
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Term
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| protecting the nonbreaching party's restitution interest places the breaching party back to the position he or she was in prior to receiving the benefit conferred upon him or her by the nonbreaching party |
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Term
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| a third-party beneficiary is a party who will be benefited by the performance of a contract. a third-party beneficiary may be a donee, creditor or incidental beneficiary. An incidental beneficiary has no enforceable rights under the contract. |
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Term
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Definition
| an assignment is the transfer of a contractual right |
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Term
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| a delegation is the empowering of another by the obligor to perform the obligor's contractual duty. |
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Term
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an obligor is someone bound to perform an acto or deed, such as paying a money on a promissory note or contract. A person who is contractually or legally, committed or obliged, to providing something to another person.
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Term
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Definition
-an amicable agreement between people or nations.
-an offer to give or accempt a stipulated performance in the future to satisfy an obligor's existing duty along with an acceptance of that offer.
-a signal used in a legal citation to introduce a case supporting a proposition for which another case is quoted directly. in other words indentification of one case that clearly supports the propsition for which another case is being quoted.
-To furnish or grant what is suitable or proper
-to agree |
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Term
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Definition
| the defendant responds to the plaintiff's allegation of breach-"although I am not complying with the terms of the contract, my nonperformance was excused, and therefore I have not breached the contract" |
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Term
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Definition
| the defendant responds to the plaintiff's allegation of breach-"Although I am not complying with the terms of the contract, my nonperformance was justified by your breach of this contract, and there I have not breached the contract." |
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Term
| no breach-terminated duty |
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Definition
| the defendant responds to the plaintiff's allegation of breach-"Although I am not complying with the terms of the contract, my duty to perform the contract has been terminated, and therefore I have not breached contract." |
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Term
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Definition
| an accord is a contract to pay a stated amount to discharge a prior oblilgation that is either uncertain as to its existence or amount. Satisfaction (performance) of the accord contract is required before the duties under the original contract are terminated. |
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Definition
| satisfaction is the performance of the accord contract. once the accord contract has been performed, the original contractual duties are terminated. |
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Term
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Definition
| the doctine derived from the Supremacy Clause of the United States Constitution ("This Constituation, and the laws of the US which shall be made in sursuance thereof; and all treaties made, or which shall be made, under the authority of the US, shall be the supreme law of the land; and the judge in every state shall be bound thereby, anything in the constitution or laws of any State to the contrary notwithstanding"0 whereby any federal law takes precedence over any conflicting state law. |
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Term
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Definition
| the forum state is the state in which the case is filed (the state hearing the case) |
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Term
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| the court deference to the parties' own choice of applicable law |
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Term
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Definition
| the Restatements are an attempt by the American Law Institute (ALI) to codify the common law of the various states into black letter law with commentary and examples. At times, the Restatements go beyond the common law and present the ALI's view of what the law should be. |
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Term
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Definition
| contracts that are for both the sale of goods and the sale of service |
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Term
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| the test used to resolve whether a hybrid transaction should be treated under Article 2 of the UCC (sale of goods) or under the common law (sale of a service) |
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Term
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Definition
| a reasonable person is a hypothetical person (not one of the contracting parties), rational person who can objectively interpret a set of facts. |
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Term
| reasonable person's standard (reasonable man's standard) |
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Definition
| the reasonable person's standard is an objective rather than a subjective standard. The inquiry is how a reasonable person, having ovserved the transaction, perceived the trandsation. The inquiry is not whether the parties mentally viewed the transaction in a common fashion. For example, if the parties dispute whether an offer was made, the legal conclusion will be that an offer was made if a reasonable person would conclude from the disputants' manifestations that an offer was made. The reasonable person's standard is used in modern law. |
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Definition
the objective standard is the reasonable person's standard. It is based on manifestations that could be reasonably interpreted by hypothetical third persons watching the transaction.
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Term
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Definition
| the subjective standard refers to a party's thinking or mental state rather than manisfestations. The subjective standard is commonly referred to as the meeting of the minds. |
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Term
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Definition
| meeting of the minds is an outdated phrase that refers to the subjective theory of contract law. |
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Term
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Definition
| reliance may be a cause of actions (the basis of a claim), a remedy (the relief sought) for a breach of contract or a reliance cause of actions, or a reliance cause of actions, or a tool to circumvent an obstacle to a breach of contract cause of actions (eg reliance may circumvent a lack of consideration, a lack of an express option contract, and a lack of writing required by the statute of frauds. reliance are based on the aggrieved party reasonably relying on the promisor.) |
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Term
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Definition
| a reliance cause of action uses reliance as the basis of the plaintiff's complaint (or claim) |
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Term
| restitution cause of action |
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Definition
| a restitution cause of action uses unjust enrichment as the basis of the plaintiff's complaint (or claim) |
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Term
| offer for a bilateral contract |
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Definition
| in an offer for a bilateral contract, the offeror makes a promise to entice the offeree to make a promise (a promise for a promise) |
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Term
| offer for a unilateral contract |
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Definition
| In an offer for a unilateral contract, the offeror makes a promise to entice the offeree to perform (a promise for a performance.) |
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Term
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Definition
| preliminary negotiations include all discussions of the parties that occur prior to the offer. |
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Term
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Definition
| in an auction with reserve, the auctioneer may withdraw the property at anytime until he or she announces the completion of the sale. The potential bidders are offerors. |
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Term
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Definition
| in an auction without reserve, the auctioneer is the offeror and the bidders are the offerees. |
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Term
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Definition
| a promise is a manisfestation of intention to act or refrain from acting in a specified way, which justifies a promisee's understanding that the promisor has made a commitment. a promise is an unequivocal assurance that something will or will not be done. |
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Term
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| an illusory promise is a statement that is less than a commitment to do or refrain from doing something. Therefore, an illusory promise is a misnomer b/c it is not a promise. |
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Term
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Definition
| an indefinite promise is a statement that appears to be a promist but omits terms essential to enable the courts to determine an appropriate remedy in the event the "promise" is breached. |
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Term
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Definition
| those contract terms supplied by Article 2 of the UCC (sale of goods) that supplement the express terms of the contracting parties. |
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Term
| consideration for the promisor's promise |
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Definition
| consideration for the promisor's promise is the "price" sought by the promisor for his or her promise. |
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Term
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Definition
| a contract has two "considerations"- consideration for the promisor's promise and consideration for the promisee's promise or performance. Consideration is the "price" sought by the promisor for his or her promise and the "price" sought by the promissee for his/her performance or performance. |
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Term
| Consideration for the promisee's promise or performance |
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Definition
| Consideration for the promisee's promise or performance is the "price" sought by the promisee for his or her promise. |
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Term
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Definition
| sham consideration is feigned or pretended consideration |
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Term
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Definition
| a preexisting duty is that which is already owed to a party before a promise is made to perform that duty to that party. |
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| a condition is a contingency |
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Term
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Definition
| a common count (a standard allegation) is an action of assumpsit for work and labor. it is based on an implied assumpsit or promise on the part of the defendant to pay the plaintiff as much as is reasonably deserved for his or her labor. |
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Term
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Definition
| is the common count (standard allegation) in an action of assumpsit for goods sold and delivered. it is based on an implied assumpsit or promise on the part of the defendant to pay the plaintiff as much as the goods sold by the plaintiff and delivered to the defendant were reasonably worth. |
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Definition
| the termination of the offer through the offeree's failure to accept if within the time specified in the offer or , if no time is specified, then within a reasonable time. |
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Definition
| the offeror's manisfestation to withdraw the offer |
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Term
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Definition
| an offer made by the offeree to the offeror that deals with the subject matter of the original offer but with some variation in terms |
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| the offeree's manisfestation of nonacceptance of the offer. |
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Term
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| an option contract is a contract that negates the promisor's power to revoke the offer. an option contract has the same requirements as the main contract- promisor's promise, consideration for the promisor's promise, promisee's promise or performance, and consideration for the promisee's promise or performance. |
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