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amount required to place party in as good a position as they were before the breach.
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.
Acceptance
An agreement to pay a certain amount, the payment of which constitutes full payment (satisfaction) of that debt.
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.
Bilateral contract
Bilateral contract
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
Must be free of all defenses for valid contract Need subject matter, price, terms, full details agreed upon Need consideration
That act of the offeree partially or totally refusing to be bound by the terms of the offer.
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
Consequential damages
Consideration
This is something of value exchanged by the parties that distinguishes gifts from contracts.
Consideration
Contract
contract defense
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.
The federal law that requires that electronic signatures be recognized as valid for purposes of forming contracts.
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
Mailbox rule
Mailbox rule
material
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.
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.
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
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
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
Revocation
Scienter
scienter
Stipulated means
substancial performance
Substantial performance
UCC acceptance
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
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.
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
undue influence
Unenforceable contract
Unilateral Contract
Unilateral contract
USURY
Valid revocation
Void contract
This is a contract that neither side is required to perform, for example an illegal contract.
void contract
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