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Legal Enviroment of Business
Exam 3 Chapter 2
Terms in this set (77)
Money or performance awarded by a court
The promise or performance that the promisor demands as the price of the promise in a contract
implied in law contract
A contract expressed by conduct or implied or deduced from the facts
person making the offer
person to whom the offer is made
A benefit received by chance, mistake or at someone else's expense
An obligation that is not created by a contract but is imposed by law to prevent unjust enrichment of one party from the acts of another party
A situation in which one party's reliance on a promise prevents the promisor from denying the existence of a contract
A contract in which each party makes a promise to the other
2 promises, 2 rights, 2 duties
A contract in which one part makes a promise offering some benefit if another party performed a specified act (rather than making a return promise)
task is complete
A contract in which one party has the option to disaffirm the bargain or back out
a contract for which the law gives no court remedy
a preliminary contract in which value is given to the offeror in exchange for keeping the offer open for a specified time
An offer to sell goods that cannot be revoked, withdrawn, or amended for the time stated
Person who deals with goods of the kind sold his or her business
mirror image rule
A rule that states that in order for an acceptance to exist, the response must be a mirror image of the offer and cannot add new terms
Making an offer or acceptance valid when it is deposited in the mail
Withdrawing an offer before it is accepted, or a mutual agreement to cancel contract
a debt not in dispute
a debt that is disputed
the threat of physical intimidation at forcing individuals to enter into contracts against their will.
A situation in which a dominant person, or a person in a position of trust and confidence, takes advantage of another person.
a decision not to rebound to a contract
to adopt the act even if it was not approved beforehand; to agree to be bound to a contract
A contract so unfair that no reasonable person would enter into it
standardized contract forms offered to consumers of goods and services on a "take-it-or-leave-it" basis
statute of frauds
A state law modeled on the English Statute of Frauds, which requires that certain contracts must be in writing to be enforceable
meeting of the minds
both parties understood what they were bargaining for.
Oral testimony in court about the terms of a written contract
The contract contains all of each party's understanding
A person or entity that is not a party to but has rights under a contract made by two other parties
A third party beneficiary to a contract whom the parties to the contact did not intend to benefit
A direct beneficiary whom the party paying for the other party's performance intends to benefit as a gift or donation
A direct beneficiary whom the party paying for the other party's performance intends to benefit as payment for a debt or obligation
A present transfer of property or rights
To release from an obligation
a condition that must be fulfilled before performance under a contract can become due or a right can become effective
a condition whose fulfillment defeats or modifies a right already in effect or discharges an already existing duty under a contract
The repudiation by a promisor of the contact prior to the time that the performance is required when such a repudiation is accepted by the promisee as a breach of the contract.
Damages recoverable as a result of the non-breaching party's obligation to mitigate damages
consequential or special damages
Damages awarded in an amount deemed to compensate for losses that arise not as a natural result of an injury but because of some particular circumstance of the injured party
Damages whose amount is agreed upon by the parties to a contact as adequately compensating for loss in the event of a breach
A court order which requires a seller to perform a contract as agreed
To take back and make void
To return what was received under the contract
most of contract law
Article 2 of UCC
uniform in the US with contracts involving goods
A contract that complies with all the essentials of a contract and is binding and enforceable on all parties to it.
a contract having no legal force or binding effect.
missing 1 or more of the elements
A contract that may be legally avoided (canceled, or annulled) at the option of one of the parties.
A contract that has been completely performed by both parties.
performance has yet to occur
Elements of a valid contract
legal subject matter
specific promise and specific demand
the meeting of the minds
Requirement that a party to a contract be of legal age and have requisite mental capacity to enter into contract
legal subject matter
contracts are not valid and enforceable in court unless they are for legal services or purposes
receipt of legal benefit or suffering of legal detriment to both parties
Doctrine of Promissory Estoppel
Promise made by one party and detrimentally relied on by another can be enforced without consideration (must be reasonably relied upon and detrimental)
5 Promissory Estoppel elements
promise by promisor
reasonably relied upon by promisee
forseeable to promisor at the time of promising that the promisee will rely
suffer injury, detriment or damage
Occurs when one party to a contract is not given full or accurate information by the other party about the contract subject matter
elements of misrepresentation
(1) a misrepresentation of a material fact must occur. (2) there must be an intent to deceive. (3) the innocent party must justifiably rely on the misrepresentation. (4) to collect damages, a party must have been harmed as a result of the misrepresentation.
something intended to deceive
elements of fraud
(1) a misrepresentation of a material fact must occur. (2) there must be an intent to deceive. (3) the innocent party must justifiably rely on the misrepresentation. (4) to collect damages, a party must have been harmed as a result of the misrepresentation. PLUS (5) scienter-intent
An act that must be performed by one party concurrently with a corresponding act to be performed by the other party
almost nothing; TOTAL breach = remedy
Performance by a contracting party that deviates only slightly from complete performance
An offeree's response to an offer in which the offeree rejects the original offer and at the same time makes a new offer.
mitigation of damages rule
o If it is reasonable, the plaintiff must do anything possible to mitigate damages or else they will not be able to recover damages...
o It is up to the defendant to bring up evidence that plaintiff needed to, but did not mitigate risk.
Personal Injury: Avoidable Consequences Rule
refusal to accept an offer
The legal avoidance, or setting aside, of a contractual obligation.
battle of the forms
issue occuring when parties between a business transaction reflect contract offers not equal to each other
covenants not to compete
let the buyer beware
correction of a document
doctrine of divisibility
When a contract that consists of series of performances and these performances can be divided up and the payment being provided under the contract is roughly the equivalent of the performance that has been rendered the contract is divisible, even if there has not been substantial performance. The breaching party is entitled to payment for the portion of the contract she has performed.
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