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The Paralegal Professional
Chapter 13
49
Law
Undergraduate 1
01/22/2012

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Term
common law of contracts
Definition
contract law developed by state courts
Term
Uniform Commercial Code (UCC)
Definition
a comprehensive statutory scheme that includes laws covering aspects of commercial transactions
Term
e-commerce
Definition
the sale of goods and services by computer over the internet
Term
e-contract
Definition
a contract that is entered into by email and over the World Wide Web
Term
contract
Definition
an agreement that is enforceable by a court of law or equity.
Term
legally enforceable
Definition
a contract in which if one party fails to perform as promised, the other party can use the court system to enforce the contract and recover damages or other remedy.
Term
Elements of a Contract
Definition
1. agreement
2. consideration
3. contractual capacity
4. lawful object
Term
offeror
Definition
the party who makes an offer to enter into a contract
Term
offeree
Definition
the party to whom an offer to enter into contract is made.
Term
agreement
Definition
the manifestation by two or more persons of the substance of a contract.
Term
offer
Definition
the manifestation of willingness to enter into a bargain, so made as to justify another person in understanding that his assent to that bargain is invited and will conclude it.
Term
revocation
Definition
withdrawal of an offer by the offender which terminates the offer.
Term
rejection
Definition
Express words or conduct by the offeree that rejects an offer. rejection terminates the offer
Term
counteroffer
Definition
a response by an offeree that contains terms and conditions different from or in addition to those of the offer. a counteroffer terminates an offer
Term
acceptance
Definition
a manifestation of assent by the offferee to the terms of the offer in a manner invited or required by the offer as measured by the objective theory of contracts.
Term
mirror image rule
Definition
a rule that states that for an acceptance to exist, the offeree must accept the terms as stated in the offer
Term
express contract
Definition
an agreement that is expressed in written or oral words
Term
implied-in-fact contract
Definition
a contract in which agreement between parties has been inferred from their conduct
Term
consideration
Definition
something of legal value given in exchange for a promise
Term
gift promise
Definition
a promise that is unenforceable because it lacks consideration
Term
infancy doctrine
Definition
a doctrine that allows minors to disaffirm (cancel) most contracts they have entered into wit adults
Term
illegal contract
Definition
a contract to perform an illegal act; cannot be enforced by either party to the contract
Term
statute of frauds
Definition
a state statute that requires certain types of contracts to be in writing.
1. contracts involving interests in Real Property
2. One-Year Rule
3. Formality of the writing
4. required signature
Term
breach of contract
Definition
a contracting party's failure to perform on absolute duty owed under a contract.
Term
covenant
Definition
an unconditional promise to perform
Term
condition precedent
Definition
a condition that requires the occurrence of an event before a party is obligated to perform a duty under a contract.
Term
complete performance
Definition
a situation in which a party to a contract renders performance exactly as required by the contract. Complete performance discharges that party's obligations under the contract.
Term
substantial performance
Definition
performance by a contracting party that deviates only slightly from complete performance.
Term
minor breach
Definition
a breach that occurs when a party renders substantial performance of his or her contractual duties.
Term
inferior performance
Definition
a situation in which a party fails to perform express or implies contractual obligations and impairs or destroys the essence of the contract.
Term
Material breach
Definition
a breach that occurs when a party renders inferior performance of his or her contractual duties.
Term
monetary damages
Definition
an award of money
Term
compensatory damages
Definition
an award of money intended to compensate a nonbreaching party for loss of the bargain. compensatory damages place the nonbreaching party in the same position as if the contract had been fully performed by restoring the "benefit of the bargain."
Term
Consequential damages
Definition
foreseeable damages that arise from circumstances outside the contract. to be liable for these damages, the breaching party must know or have reason to know that the breach will cause special damages to the other party.
Term
liquidated damages
Definition
damages to which parties to a contract agree in advance should be paid if the contract is breached.
Term
mitigation of damages
Definition
a nonbreaching party's legal duty to avoid or reduce damages caused by a breach of contract.
Term
specific performance
Definition
a remedy that orders the breaching party to perform the acts promised in the contract. Specific performance usually is awarded in cases where the subject matter is unique, such as in contracts involving land, heirlooms, and paintings.
Term
injunction
Definition
a court order that prohibits a person from doing a certain act.
Term
reformation
Definition
an equitable doctrine that permits the court to rewrite a contract to express the parties' true intentions.
Term
Quasi-contract
Definition
an equitable doctrine whereby a court may award monetary damages to a plaintiff for providing work or services to a defendant even though no actual contract existed.
Term
equity
Definition
a doctrine that permits judges to make decisions based on fairness, equality, moral rights, and natural law.
Term
Article 2 (Sales) of the UCC
Definition
An article of the UCC that governs the sale of goods.
Term
Article 2A (leases) of the UCC
Definition
and article of the UCC that governs the lease of goods.
Term
e-license
Definition
a contract that transfers limited rights in intellectual property and informational rights
Term
Electronic Signature in Global and National Commerce Act (E-Sign Act)
Definition
a federal statue that recognizes that electronic contracts, or e-contracts, meet the writing requirement of the Statute of Frauds and gives electronic signatures, or e-signatures, the same force and effect as pen-inscribed signatures on paper
Term
Licensor
Definition
an owner of intellectual property or informational rights who transfers rights in the property or information to the licensee.
Term
licensee
Definition
a party who is granted limited rights in or access to intellectual property or informational rights owned by a licensor.
Term
Uniform Computer Information Transactions Act (UCITA)
Definition
a model state law that creates contract law for the licensing of information technology rights.
Term
Licensing agreement
Definition
a detailed and comprehensive written agreement between a licensor and a licensee that sets forth the express terms of their agreement.
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