question

accord and satisfaction

answer

agreement to settle a debt for less than the sum claimed

question

additional terms

answer

raise issues not covered in an affair

question

adhesion contract

answer

standard form of contract prepared by one party and presented to the other side on a "take it" or "leave it" basis

question

alternative dispute resolution

answer

any method of resolving a legal conflict other than litigation, such as: negotiation, arbitration, mediation, mini-trials, and summary jury trials.

question

agent

answer

person who acts for a principal

question

agent liability full disclosed principal

answer

...

question

acceptance

answer

...

question

accommodation party liability

answer

...

question

agent liability partially disclosed principal

answer

...

question

agent liability undisclosed principal

answer

...

question

agent's duties

answer

...

question

answer

the pleading, filed by the defendant in court and served on the plaintiff, which responds to each allegation in the plaintiff's complaint

question

anticipatory breach

answer

breach of contract committed prior to the time of required performance

question

apparent authority

answer

situation in which conduct of a principal causes a third party to believe that the principal consents to have an act done on his behalf by a person purporting to act for him when, in fact, that person is not acting for the principal

question

arbitration

answer

form of alternative dispute resolution in which the parties hire a neutral third party to hear their respective arguments, receive evidence, and then make a binding decision

question

assault

answer

intentional act that causes the plaintiff to fear an immanent battery

question

assignment of contract/duties

answer

...

question

assumption of the risk

answer

principle that a person who voluntarily enters a situation of obvious danger cannot complain if she is injured

question

attachment

answer

court order seizing property of a party to a civil action, so that there will be sufficient assets available to pay the judgement

question

automatic stay

answer

prohibits creditors from collecting debts that the bankrupt incurred before the petition was filed

question

bailment

answer

giving possession and control of personal property to another person

question

bankruptcy

answer

legal process intended to insure equality among the creditors of a corporation declared in bankruptcy

question

bankruptcy trustee

answer

private individual or corporation appointed in all Chapter 7 and Chapter 13 cases to represent the interests of the bankruptcy estate and the debtor's creditors.

question

battery

answer

intentional touch of another person in a way that is unwanted or offensive

question

beyond reasonable doubt

answer

governments burden in a criminal prosecution; the case against the defendant must be proved to such an extent that no reasonable person would doubt it

question

bilateral contract

answer

binding agreement in which each party has made a promise to the other

question

bilateral mistake

answer

occurs when both parties negotiate based on the same factual error

question

breach of contract

answer

occurs when one party fails to live up to the terms of a contract

question

burden of proof

answer

allocation of which party must prove its case. In a civil case, the plaintiff has the burden of proof to persuade the fact finder of every element of her case. In a criminal case, the government has the burden of proof.

question

business judgement rule

answer

common law that protects managers from liability if they are acting without a conflict of interest and make informed decisions that have a rational business purpose

question

buyer in ordinary course of business (BIOC)

answer

one who buys goods in good faith from a seller who routinely deals in such good ways

question

cancelled out terms

answer

...

question

capacity to contract

answer

legal ability to enter into a contact

question

chapter 11

answer

also known as reorganization bankruptcy, the most complex bankruptcy filing and the one that most troubled businesses file, the debtor continues to function, maintains ownership of all assets, and tries to work out a reorganization plan to pay off creditors

question

chapter 7

answer

this is a liquidation bankruptcy, which means that the trustee sells off all non-exempt assets held by the debtor so that the debts can be repaid to the fullest extent possible. Anything that cannot be paid after liquidation is discharged

question

class action

answer

method of litigating a civil lawsuit in which one or more plaintiffs (or occasionally defendants) seek to represent an entire group of people with similar claims against a common opponent

question

clear, cogent, and convincing

answer

...

question

click wrap and shrink wrap

answer

...

question

close corporation

answer

company who stock is not publicly traded, also known as close held corporation

question

collateral

answer

property subject to a security interest

question

common law (case law)

answer

judge-made law, that is, the body of all decisions made by appellate courts over the years

question

comparative negligence

answer

rule of tort law that permits a plaintiff to recover even when the defendant can show the plaintiff's own conduct contributed in some way to her harm

question

compensatory damages

answer

damages that flow directly from the contract

question

complaint

answer

a pleading, filed by the plaintiff, providing a short statement of the claim

question

consequential damages

answer

damages resulting from the unique circrumstances of this injured party

question

consideration

answer

in contract law, some of legal value that has been bargained for and given in exchange by the parties

question

constitution

answer

law determining the fundamental political principles of a government

question

contract

answer

legally enforceable promise or set of promises

question

copyright

answer

under federal law, the holder of a copyright owns a particular expression of an idea, but not the idea itself. the ownership right applies to creative activities such as literature, music, drama, and software

question

corporation

answer

an organization that is authorized by law to carry on an activity but treated as though it were a single person

question

counter offer

answer

response to an offer wherein the offeree changes one or more of the terms of the contract, becomes the offeror, and sends the offer back to the original offeror.

question

court of general jurisdiction

answer

Another term for trial court; that is, a court having jurisdiction to try all classes of civil and criminal cases except those that can be heard only by a court of limited jurisdiction

question

court of limited jurisdiction

answer

A court whose jurisdiction is limited to civil cases of a certain type, or which involve a limited amount of money, or whose jurisdiction in criminal cases is cofined to petty offenses and preliminary hearing

question

court of appeals

answer

a court whose jurisdiction is to review decisions of lower courts or agencies

question

court of original jurisdiction

answer

court where the defendant was originally tried

question

cover

answer

buyer's right to obtain substitute goods when a seller has breached a contract

question

creating an agency relationship

answer

...

question

crime

answer

punishable offense against society

question

cross examination

answer

when a lawyer questions an opposing witness during a hearing

question

cure

answer

seller's right to respond to a buyer's rejection of non-conforming goods; the seller accomplishes this by delivering conforming goods before the contract deadline

question

defendant

answer

person being sued

question

definiteness of terms

answer

reasonable terms by which court can establish if a breach has occurred, stating parties, subject matter, terms of payment, etc. Courts can supply a missing term when parties have manifested an intent to form a contract

question

tort

answer

any wrongdoing for which an action for damages may be brought

question

delegation of duties

answer

contracting party transfers her duties pursuant to a contract to someone else

question

deposition

answer

form of discovery in which a party's attorney has the right to ask oral questions of the other party or of a witness. answers are given under oath

question

direct examination

answer

during a hearing, for a lawyer to question his own witness

question

discharge in bankruptcy

answer

termination of an obligation. A discharge in bankruptcy terminates the debtor's obligation to pay the debts discharged by the court

question

discharge of contact

answer

party to a contract has no more duties

question

discovery

answer

stage in litigation, after all pleadings have been served, in which each party seeks as much relevant information as possible about the opposing party's case

question

diversity jurisdiction

answer

the power of the federal courts to hear matters of state law if the opposing parties are from different states and the amount in controversy exceeds $75,000

question

domestic corporation

answer

corporation is considered a domestic corporation in the state in which it was formed

question

draft

answer

the drawer of the instrument orders someone else to pay money. checks are the most common form of draft. the drawer of a check orders a bank to pay money

question

easement

answer

right to enter land belonging to another and make a limited use of it, without taking anything away

question

exculpatory clause

answer

contract provision that attempts to release one party from liability in the event the other party is injured

question

executed contract

answer

binding agreement in which all parties have fulfilled all obligations

question

express authority

answer

words or conduct of a principal that, reasonably interpreted, cause the agent to believe that the principal desires him to do a specific act

question

express contract

answer

binding agreement in which the parties explicitly state all important items

question

express warranty

answer

a guarantee, created by the words or actions of the seller, that goods will meet certain standards

question

false imprisonment

answer

intentional restraint of another person without reasonable cause and without her consent

question

federal jurisdiction

answer

those cases that involve US laws, treaties with foreign nations or interpretations of the law or actions of the Congress or President, also interstate laws

question

federal question

answer

...

question

fiduciary relationship

answer

relationship of trust and confidence between principal and agent; agent owes duties of care, obedience, accounting, loyalty and disclosure

question

financing statement

answer

document that a secured party files to give the genera public notice that the secured party has a secured interest in the collateral

question

fixture

answer

good that is attached to real estate

question

foreign corporation

answer

corporation formed in another state

question

fraud

answer

deception of another person to obtain money or property from her

question

fraudulent transfer

answer

transfer of a debtor's property made with intent to defraud or for which the debtor receives less than the transferred property's value

question

gap fillers

answer

rules set by the Uniform Commercial Code for supplying missing terms

question

goods

answer

anything movable, except for money, securities, and certain legal rights

question

holder in due course

answer

someone who has given value for an instrument, in good faith, without notice of outstanding claims for other defenses

question

illusory promise

answer

apparent promise that is unenforceable because the promiser makes no firm commitment

question

implied authority

answer

when a principal directs an agent to undertake a transaction, the agent has the right to do acts that are incidental to it, usually accompany it, or are reasonably necessary to accomplish it

question

implied contract

answer

binding agreement created not by explicit language but by the informal words and conduct of the parties

question

implied warranty

answer

guarantees created by the Uniform Commercial Code and imposed on the seller of goods

question

impossibility of performance

answer

may be allowed in case of death or illness that prevents the performance of a personal service contract; the destruction of the exact subject matter, or the means for performance; and illegality, or situations in which the performance of a contract becomes illegal

question

incidental damages

answer

relatively minor costs, such as storage and advertising, that the injured party suffered when responding to a contract breach

question

injunction

answer

court order that a person either do or stop doing something

question

insider trading

answer

buying or selling corporate stock by a corporate officer or other insider on the basis of information that has not been made public and is supposed to remain confidential

question

intellectual property

answer

intangible property that is the result of creativity (such as patents or trademarks or copyrights)

question

intentional tort

answer

act deliberately performed that violates a legally imposed duty and injures someone

question

interrogatory

answer

form of discovery in which one party sends to an opposing party written questions that must be answered under oath

question

involuntary petition

answer

...

question

judge

answer

a public official authorized to decide questions bought before a court of justice

question

jurisdiction

answer

power of a court to hear a particular dispute, civil or criminal, and to make a binding decision

question

jury

answer

a body of citizens sworn to give a true verdict according to the evidence presented in a court of law

question

latent defect

answer

hidden structural defect that would not be discovered by ordinary inspection

question

law

answer

a rule or body of rules of conduct inherent in human nature and essential to or binding upon human society

question

lawsuit

answer

a legal action in which a person or group sues to collect damages for some harm that is done

question

legality of contract

answer

...

question

letter of intent

answer

any letter expressing an intention to take (or forgo) some action

question

limited liability partnership

answer

partnership in which all partners are limited partners

question

liquidated damages

answer

contract clause specifying how much a party must pay upon breach

question

maker

answer

issuer of a promissory note

question

material breach

answer

breach serious enough to destroy the value of the contract and to give a basis for an action for breach of contract

question

mediation

answer

process of using a neutral person to aid in the settlement of a legal dispute. a mediator's decision is non-binding

question

merchant

answer

someone who routinely deals in a particular good

question

mirror image

answer

contract doctrine that requires acceptance to be on exactly the same terms as the offer

question

misrepresentation

answer

factually incorrect statement made during contract negotiations

question

mitigation of damages

answer

rule requiring a plaintiff to do whatever is reasonable to minimize damages caused by the defendant

question

mortgage

answer

security interest in real property

question

motion

answer

formal request that a court take some specified step during litigation. for example, a motion to compel discovery is a request that a trial judge order the other party to respond to discovery

question

mutual obligation

answer

...

question

negligence

answer

violation of a standard of care set by statute

question

negotiable instrument

answer

type of commercial paper that is freely transferable

question

non-compete clause

answer

part of a contract in which a person agrees not to open a certain type of business or seek employment doing certain things in a particular area for a period of time

question

non-dischargeable debt

answer

debt that cannot be eliminated in bankruptcy

question

novation

answer

substituting a new obligation for an old one or substituting new parties to an existing obligation

question

offer

answer

in contract law, an act or statement that proposes definite terms and permits the other party to create a contract by accepting those terms

question

open terms

answer

an offer must be definite enough for the parties to ascertain its essential terms when it is accepted

question

oral contract

answer

an agreement that is not in writing and is not signed by the parties but is a real existing contract that lacks only the formal requirement of a memorandum to render it enforceable in litigation

question

parol evidence

answer

written or oral evidence, outside the language of a contract, offer by one party to clarify interpretation of the agreement

question

past consideration

answer

consideration that took place in the past or that is given for something that has already been done is not regarded as legal by the courts

question

patent

answer

grant by the government permitting the inventor the exclusive use of an invention

question

pay to the order of

answer

can sign over to someone else

question

perfection

answer

series of steps a secured party must take to protect its rights in collateral against people other than the debtor

question

performance of contract

answer

...

question

personal property

answer

all property other than real property

question

pierce corporate veil

answer

generally, stockholders are not liable for the acts or debts of a corporation. A court can reach stockholders for acts or debts of a corporation only if they 1) abused privilege of incorporating; AND 2) fairness requires. In Mass, courts MAY pierce to avoid fraud or unfairness

question

plaintiff

answer

person who is suing

question

pleadings

answer

documents that begin a lawsuit; the complaint, the answer, the counterclaim, and the reply

question

preponderance of evidence

answer

level of proof that a plaintiff must meet to prevail in a civil lawsuit, it means that the plaintiff must offer evidence that, in sum, is slightly more persuasive that the defendant's evidence

question

principal

answer

in an agency relationship, the principal is the person for whom the agent is acting

question

principal's liability

answer

...

question

promisee

answer

person to whom a promise is made

question

promisor

answer

person who makes the promise in a third party beneficiary benefits from

question

promissory estoppel

answer

equitable doctrine that prevents the withdrawal of an offer by an offeror if it will adversely affect an offeree who has adjusted his position in justifiable reliance on the offer

question

promissory note

answer

promise to pay a specified amount on demand or at a certain time

question

prosecutor

answer

a government official who conducts criminal prosecutions on behalf of the state

question

proxies

answer

(1) person whom the shareholder designates to vote in her place (2) written form that a shareholder uses to appoint a designated voter

question

punitive damages

answer

money payments for damages that go beyond what the innocent party actually lost and that are designed to punish the wrongdoer

question

quasi contract

answer

legal fiction in which, to avoid injustice, the court awards damages as if a contract

question

real property

answer

land, together with certain things associated with it, such as buildings, subsurface rights, air rights, plant life, and fixtures

question

reasonable man

answer

self defined

question

reformation

answer

process by which a court rewrites a contract to ensure its accuracy or viability

question

regulation

answer

act of controlling or directing according to rule

question

rejection

answer

act of rejecting something

question

rescind contract

answer

to cancel a contract by mutual agreement

question

restatement law of contract

answer

...

question

restitution

answer

restoring an injured party to its original position

question

revocation

answer

act of disavowing a contract offer so that the offeree no longer has the power to accept it

question

revoke offer

answer

to not accept an offer

question

scope of employment

answer

- performing work assigned by the employer - engaging in course of conduct subject to employer's control

question

secured transaction

answer

business arrangement in which a buyer or borrower gives collateral to the seller or lender to guarantee payment of an obligation

question

security interest

answer

interest in personal property or fixtures that secures the performance of some obligation

question

shareholder

answer

someone who holds shares of stock in a corporation

question

shareholder's rights

answer

...

question

sole proprietorship

answer

type of business entity which legally has no separate existence from its owner. The owner assumes all debts, and business is done in his or her own name and there is only one owner

question

specific performance

answer

contract remedy requiring the breaching party to perform the contract by conveying land or some unique asset, rather than by paying money damages

question

state jurisdiction

answer

state courts have exclusive jurisdiction over all matters to which the federal judicial power does not reach

question

statute

answer

law passed by a legislative body, such as Congress

question

statue of frauds

answer

law provides that certain contracts are not enforceable unless in writing

question

statute of limitations

answer

statute that determines the period within which a lawsuit must be filed

question

strict liability

answer

tort doctrine holding to a very high standard all those who engage in ultra hazardous activity or who manufacture certain products

question

summary judgement

answer

power of a trial court to terminate a lawsuit before a trial has begun, on the grounds that no essential facts are in dispute

question

supreme court

answer

the highest federal court in the United States

question

termination of offer

answer

to either no accept, take too much time, or restate an offer

question

third party beneficiary

answer

someone who stands to benefit from a contract to which she is not a party. an intended third party beneficiary may enforce a contract, a incidental third party beneficiary may not

question

tort

answer

civil wrong, committed in violation of a duty that the law imposes

question

tortious interference with contract

answer

tort in which the defendant deliberately impedes an existing contract between the plaintiff and another

question

trade secret

answer

formula, device, process, method, or compilation of information that, when used in business, gives the owner an advantage over competitors who do not know it

question

trademark

answer

any combination of words and symbols that a business uses to identify and distinguish its products or services and that federal law will protect

question

UCC

answer

Uniform Commercial Code: Facilitates commerce among states by providing a uniform, yet flexible, set of rules governing commercial transactions

question

unconscionable contract

answer

agreement that a court refuses to enforce because it is fundamentally unfair as a result of unequal bargaining power by one party

question

undue influence

answer

one party so dominates the thinking of another party to a contract that the dominant party cannot truly consent to the agreement

question

unilateral contract

answer

binding agreement in which one party has made an offer that the other can accept only by action, not words

question

unilateral mistake

answer

occurs when only one party negotiates based on a factual error

question

unliquidated damages

answer

claimed damages that are disputed, ether because the parties disagree over whether there is in fact a damage or because they disagree over the amount

question

usury

answer

charging interest at a rate that exceeds legal limits

question

voidable preference

answer

paying one debtor to avoid payments to others in bankruptcy

question

voluntary petition

answer

bankruptcy petition filed by a debtor

question

written contract

answer

letter, sales slip, an invoice, or several words placed on a piece of paper

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