(remedies) compesatory damages

amount required to place party in as good a position as they were before the breach.

(remedies) consequential damages

damages owed to third parties from a breach. costs of collecting compensatory damages agreement clause in contract that preestablishes and limits damages.
This is the offeree's positive response to the offeror's proposed contract, and only persons to whom the offer is made have the power of acceptance.

(remedies) incidental damages

(remedies) liquidated damages

Acceptance

Accord and satisfaction

An agreement to pay a certain amount, the payment of which constitutes full payment (satisfaction) of that debt.

accord and satisfaction

the agreement entered into as settlement of a dispute debt. This governs the sales of goods in all states except Louisiana This is what the parties give s up.

Article 2 of the UCC

Bargained for exchange

Bilateral contract

This is one in which both parties promise to perform certain things.

Bilateral contract

A contract where both parties make promises to perform.

This is a title document used to control the transfer of goods, thus this is the receipt for the shipment issued by the carrier to the seller.

Bill of lading

bill of lading

title document used to control transfer of goods mental and age thresholds for valid contracts.
These agreements are enforced by courts despite the lack of consideration.

capacity

Charitable subscriptions

CISG

These are the contracts for the international sale of goods; a proposed uniform law for international commercial transactions.

commercial impractibility

defence to performance of sales contract based on objective impracticability. Excuses performance if the basic assumptions the parties made when they entered into the contract have changed. Was the first law of contracts that were traditionally developed in the time of William the conqueror in England.

Commercial impracticality

Common law

Common law acceptance

Mirror image rule followed

Common law application

Services, real estate, employment contracts Always required

Common law consideration

Common law defenses

Must be free of all defenses for valid contract Need subject matter, price, terms, full details agreed upon Need consideration

Common law offers

Common law options

Common law rejection

That act of the offeree partially or totally refusing to be bound by the terms of the offer.

Common law writing requirement

Real estate, contracts not to be performed in one year, paying debt of another They are damages to put a non-breaching party in the same position he would have been in had the breach not occurred. Condition precedent refers to an event or state of affairs that is required before something else will occur.
advance events that must occur before performance is due, for example obtaining financing.

Compensatory damages

Condition precedent

conditions precedent

confidential relationship

trust, confidence, reliance in a relationship.

They are damages resulting from contract breach, such as penalties or lost profits. They may be damages owed to a third party for a breach.

Consequential damages

Consideration

This is something of value exchanged by the parties that distinguishes gifts from contracts.

Consideration

This is what distinguishes gifs from contracts

As "a promise or set of promises for breach of which the law gives a remedy, or the performance of which the law in some way recognizes as a duty".

Contract

contract defense

situation, term, or event that excuses performance

Counter offer n. an offer made in response to a previous offer by the other party during negotiations for a final contract. Making a counter offer automatically rejects the prior offer, and requires an acceptance under the terms of the counter offer or there is no contract. Example: Susan Seller offers to sell her house for $150,000, to be paid in 60 days; Bruce Buyer receives the offer and gives Seller a counter offer of $140,000, payable in 45 days. The original offer is dead, despite the shorter time for payment since the price is lower

Counter offer

Duress

In contract law, a defense that permits nonperformance of a contract if the party can show that physical or mental force was used to obtain the agreement to enter the contract.( For example, the Godfather $1000)

Duress

physical or mental force that deprives party of meaningful choice with repect to a proposed contract.

ESIGN (electronic signatures in global and national commerce Act of 2000)

The federal law that requires that electronic signatures be recognized as valid for purposes of forming contracts.

Exceptions to statute of fraud

Some exceptions to the UCC and common law statute of frauds provisions were created for situations in which the parties have partially or fully performed unwritten contract.

Exculpatory clause

This is a clause that attempts to hold a party harmless in the event of damage or to another's property.

exculpatory clauses

attempt to hold oneself harmless for one's own conduct. This is Contract document signed by all parties to it.
This is a contract that is written or orally agreed to is an express contract. Clause in a contract that excuses performance in the event of war, embargo, or generally enforceable events.
This is the knowing and intentional disclosure of false information or the knowing failure to disclose relevant information.

Executed contract

Express contract

Force majeure

Fraud

fraud

intentional misrepresentation

Goods

Items held for sale in the regular course of business, as in a retail store.
This is a contract that arises from circumstances and not from the express agreement of the parties is called an implied contract.

Implied contract

Implied-in-fact contract

This is the payment and treatment terms are implied from general professional customs.

Impossibility of performance

This is contract defense that excuses performance when there is no objective way to complete the contract.
They are damages suffered by the non-breaching party to a contract as a result of the breach; for example, late performance fees on a buyer's contract because the seller failed to deliver on time.

Incidental damages

letter of credit

pledge by bank of availability of funds for trasactions

The timing rule for acceptance is called the mailbox rule, and it applies in stipulated means offers so long as the offeree uses the stipulated means to communicate acceptance. Once the offeree has sent the letter of acceptance, declaring they accept the offer, the acceptance is effective from when it is sent.

Mailbox rule

Mailbox rule

material

fact basis of the bargain

Material breach

a material breach gives rise to the right to suspend performance but not to cancel the contract until there is a total breach.

Merchant's firm offer

Offer must be made by a merchant, put in some form of record and signed by the merchant.
Under 2-205 of the UCC, an offer required to be held open if made in writing by a merchant, even though no consideration is given.

Merchants firm offer

Misrepresentation

This is incomplete or inaccurate information. incomplete or inaccurate information prior to contract execution
agreement to change contract amoung all affected, for example, agreement to substitute parties.
This is the process of reworking a contract to substitute parties or terms, so that the old contract is abandoned and the new contract becomes the only valid contract.

misrepresentation

Novation

Novation

obligation of good faith

must perform in a reasonable fashion; performance must meet commercial standards.

Offer

The offer is the first part of the contact. The person to whom the offer is made is called the offeree The person who makes the offer

Offeree

Offeror

Option

An option is a contract in which the offeree pays the offeror for the time needed to consider the offer. This is a means for stopping ongoing contradictions to contracts that have been entered into and finalized.

Parol evidence

Parol evidence rule

Once a contract is reduced to its final form and is complete and unambiguous, the parties to the contract are not permitted to contradict the contract terms. Thus this is a means for stopping ongoing contradictions to contracts that have been entered into and finalized.

Promissory estoppels

This is used as a substitute for consideration in those cases in which someone acts in reliance on a promise that is not supported by consideration.

public policy

standards of decency

puffing

statements of opinion

Quasi contract

The term quasi means "as if" and describes the action of a court when it treats parties who do not have a contract "as if" they did.
- This is a theory used to prevent unjust enrichment when no contract is formed; the court acts as if a contract had been formed and awards damages.

Quasi-contract

Relationship of confidence

This means there must be a relationship of trust and reliance between the parties, which occurs between attorneys and clients. Thus one may express items of concern to their attorney and the attorney will give them advice however they will remain silent.

rescission

setting aside a contract as a remedy for, for example, misrepresentation.

This occurs when the offeror notifies the offeree that the offer is no longer good.
This is knowledge that the information given is false. For example, Dave sells two textile looms to John for US$300,000 and says they have never had a problem and they run perfectly, however Dave really knows that they have been having problems for the last year and a half and they can barely run 30 meters of fabric an hour. However Dave keeps quiet and John gets a bad unethical deal.

Revocation

Scienter

scienter

knowledge that information given is false

Some offerors give a required means of acceptance called specified or _____________.
Some offerors give a required means of acceptance called specified of stipulated means, thus the acceptance is effective sooner, and the mailbox rule is utilized.

Stipulated means

Stipulated means offer

substancial performance

performance that, for practical purposes, is just as good as full performance.

This is the contract defense for performing a contract slightly differently from what was agreed upon; justification for substitute but equal performance; generally applicable in construction contracts.

Substantial performance

UCC acceptance

Can have additional terms

UCC application

Sales of goods

UCC consideration

Required for contracts but not for modification or firm offers Must be free of all defenses for valid contract Need subject matter (quantity) code gives details

UCC defenses

UCC offers

UCC options

Merchants firm offerno consideration needed

Under the UCC, separate statutes of frauds provisions were created for situations in which the parties have partially or fully performed their unwritten contract.

UCC statute to frauds

UCC uniform commercial code

The final draft of the UCC first appeared in the 1940s with several revisions the code was adopted In part in all of the states.

UCC writing requirement

Sale of goods for $500 ($5000 revised UCC) or more

This was promulgated in 1999 and has been adopted in two states (Virginia and Maryland) UCITA allows terms that are not disclosed to the buyer until after payment and delivery to become part of the contract.
This is a uniform law drafted in 1999 that was adopted in 46 states, it was promulgated in response to contracts being formed over the internet and includes provisions on issues such as electronic signatures.

UCITA (The uniform computer information transactions act) UETA (uniform Electronic transactions Act) Unconscionable

This is a term used to describe contracts that are grossly unfair to one side in the contract; a defense to an otherwise valid contract.

unconscionable contract

contract that is grossly unfair.

undue influence

exerting control over another party for purposes of gain.

This is a contract that cannot be honored judicially because of some procedural problems.

Unenforceable contract

Unilateral Contract

A contract where one party makes a promise to perform.

The contracts that have one party issuing a promise and the other party simply performing is called unilateral contract.

Unilateral contract

USURY

This is the charging of interest above the statutory maximum.

This occurs when the offeror notifies the offeree that the offer is no longer good. Acceptance by the offeree cuts off the right to revoke. Options cannot be revoked as well.

Valid revocation

Void contract

This is a contract that neither side is required to perform, for example an illegal contract.

void contract

contract that courts will not honor

Voidable contract

This is a contract that can be unenforceable at the election of one of the parties. This is a contract that one side can choose not to perform; for example, a minor can choose not to perform his contract.

Voidable contract

voidable contracts

one party can choose not to honor the contract.