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intro to law for paraegals pt2
chap 13 and up
56
Law
Undergraduate 1
03/11/2013

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Term
Define Uniform Commercial Code
Definition
UCC drafted be the National Conference of Commissioners on Uniform State Law.
Term
define a bilateral contract
Definition
a promise is exchanged for a promise
Term
define a unilateral contract
Definition
promise is exchanged for an act
Term
define express contracts
Definition
formed through words, either oral or written
Term
define implied in fact contracts
Definition
formed through conduct
Term
define executory
Definition
until fully performed
Term
define executed
Definition
once both sides have been fully performed
Term
define valid
Definition
having all essential elements needed for binding contract
Term
define void
Definition
court finds that the contract is for an illegal purpose
Term
define voidable
Definition
one of the parties was under or a disability or a minor when signed
Term
define requirements contract
Definition
contract in which one party agrees to buy all its requirements for a particular product from the other party
Term
define output contract
Definition
one party agrees to deliver its entire output of a particular product to the other party
Term
define option contract
Definition
contract in which the buyer gives the seller consideration to keep the offer open for a stated period of time
Term
define merchants firm offer
Definition
offer made by merchant in a signed writing that assures the buyer the offer will remain open for a specific period of time. does not require consideration to be binding
Term
define mirror image rule
Definition
requirement that acceptance exactly mirror the offer or the acceptance will be viewed as a counter offer
Term
define quasi contract
Definition
quasi means as if.. not a real contract but as if there were one
Term
define consideration
Definition
anything of value; must be present for a valid contract to exist, and each side must be give consideration
Term
define unconscionable contract
Definition
contract formed between parties of very unequal bargaining power where the terms are so unfair as to shock the conscience
Term
define promissory estoppel
Definition
occurs when the courts allow detrimental reliance to substitute for consideration
Term
define voidable
Definition
valid contract that can be set aside at the option of one of the parties
Term
define disaffirm
Definition
ability to take back ones contractual obligations
Term
define necessaries
Definition
normally food, clothing, shelter, and medical treatment
Term
define void
Definition
contract that is invalid even if it is not repudiated by either party
Term
define covenant not to compete
Definition
promise not to compete within a given geographic area for specific time period
Term
define adhesion contract
Definition
contract formed where the weaker party has no realistic bargaining power. typically a take it or leave it basis
Term
define exculpatory clause
Definition
provision that purports to waive liability
Term
define recission
Definition
act of canceling the contract and returning the parties to the positions they were in prior to the contract having been formed
Term
define warranty
Definition
guarantee made by the seller or implied by law regarding the character quality or title of the goods being sold
Term
define implied warranty of merchantability
Definition
implied promise that the goods being sold will be sable for the purpose for which they were sold
Term
define implied warranty of fitness
Definition
implied promise that the goods being sold will satisfy a special promise
Term
define parole evidence rule
Definition
evidentiary rule that written contract cannot be modified or changed by prior verbal agreements
Term
define substantial performance
Definition
breach of contract, performance of all the essential terms of the contract will entitle the breaching part to contractual price minus any damages caused by the breach
Term
define material breach
Definition
grave failure to fulfill the contractual terms that the other party is relieved of all contractual obligations
Term
define perfect tender rule
Definition
requirement that the good delivered exactly meet the contractual specifications
Term
define recission
Definition
act of canceling the contract and returning the parties to the positions they were in prior to the contract having been formed
Term
define novation
Definition
when 3rd party is substituted for one of the original parties
Term
define accord and satisfaction
Definition
agreement and then the performance of something different than originally promised
Term
define assignment
Definition
transfer by one of the original parties to the contract of part or all of his or her interest to a third party
Term
define liquidated
Definition
amount owed is undisputed
Term
define delegation
Definition
transfer by one of the original parties to the contract of his or her obligations to a third party
Term
define specific performance
Definition
when money damages an inadequate, a court may use this equitable remedy and order the breaching party to perform his or her contractual obligations
Term
define mitigation of defense
Definition
requirement that the non breaching party take reasonable steps to limit his or her damages
Term
define cover
Definition
finding substitute goods
Term
define consequential damages
Definition
indirect damages that must be foreseeable to be recovered
Term
define liquidated damages clause
Definition
contract provision that specifies what will happen in a case of breach
Term
define contract reformation
Definition
an equitable remedy that allows the courts to rewrite contract provisions
Term
define contract
Definition
agreement that can be enforced in court
Term
what are the 3 basic elements of a contract?
Definition
offer, acceptance, and consideration
Term
what ways can contracts be classified as?`
Definition
bilateral, unilateral; express or implied in fact; formal or informal; executory or executed; and valid, void, voidable, or unenforceable,
Term
what are the most common defense
Definition
lack of contractual capacity, illegality, violation of public policy, lack of genuineness of assent, breach of warranty, and statute of frauds
Term
how can third parties attain contractual rights
Definition
assignment, delegation, or thru being an intended beneficiary
Term
a plaintiff bringing contract action may be under what? and is usually seeking what?
Definition
under a duty to mitigate damages and is usually seeking specific performance, compensatory, or consequential damages
Term
article 2 of the Uniform commerical code governs what?
Definition
contracts for the sale of goods
Term
ucc was drafted by legal scholars with hope to what?
Definition
making commerical law more unified among the states
Term
ucc provisions apply to everyone but some sections contain rules that apply to who?
Definition
merchants only
Term
under the ucc everyone is under obligation to act in good what?
Definition
faith
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