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Chapter 15: Contracts and Intellectual Property Law
Terms in this set (55)
any agreement (based on a promise or an exchange of promises) that can be enforced in court.
Valid contact requirements
agreement, consideration, contractual capacity, legality
includes an offer and an acceptance. One party must offer to enter and another party must accept the terms of the offer.
a promise to do or to refrain from doing some specified thing in the future.
the offeree's indication to the offeror that the offeree agrees to be bound by the terms of the offeror's offer, or proposal to form a contract.
mirror image rule
a common law rule that requires that the terms of the offeree's acceptance adhere exactly to the terms of the offeror's
usually defined as something of value-such as money or performance of an action not otherwise required- that is given in exchange for a promise; motivates the formation of a contract.
two parts of consideration
1. something of legal value must be given in exchange for the promise, and 2. there must be a bargained-for exchange.
a doctrine under which a promise is binding if the promise is clear and definite, the promisee jusifiably relies on the promise, the reliance is reasonable and substantial, and justice will be better served by enforcement of the promise.
the threshold mental capacity required by law for a party who enters into a contract to be bound by that contract.
a contract to do something that is prohibited by federal or state statutory law is illegal and, as such, void from the outset and thus unenforceable.
genuineness of assent
knowing and voluntary assent to the contract terms. If a contract is formed as a result of mistake, misrepresentation, undue influence, or duress, genuineness of assent is lacking, and the contract will be voidable.
occurs when one party to the contract makes a mistake as to some material fact. The contract is normally enforceable against the mistaken party with some exceptions.
a fact important to the subject matter of the contract.
the act of canceling, or nullifying, a contract.
mistake as to the same material fact on the part of both parties to a contract; either party can cancel the contract.
a contract that is so oppressive to one of the parties that the court will refuse to enforce the contract
a contract drafted by the dominant party and then presented to the other-the adhering party-on a "take-it-or-leave-it" basis.
statute of frauds
a state statute that requires certain types of contracts to be in writing to be enforceable.
Uniform Commercial Code (UCC)
Statutes adopted by all states, in part or in whole, that contain uniform laws governing business transactions as defined in the code
a contract for the sale of goods, as opposed to a contract for the sale of services, real property, or intangible property. Governed by Article 2 of the UCC.
an express or implied promise by a seller that specific goods to be said certain goods to be sold meet certain criteria, or standards of performance, on which the buyer may rely.
in contract law, the fulfillment of duties arising under the contract, the normal way of discharging contractual obligations.
breach of contract
the failure, w/o legal excuse, of a contractual party to perform the obligations assumed in a contract.
performance that provides a party with the important and essential benefits of contract, in spite of any omission or deviation from the terms.
damages compensating the nonbreaching party for the loss of the bargain
expenses resulting directly from the breach of contract.
flow from the party's breach and were foreseeable at the time the contract was formed.
an amount specified in the contract in case of a failure to perform
restitution, rescission, reformation, specific performance
a person is restored to his or her original position prior to loss or injury, or placed in the position that he or she would have been in had the breach not occurred.
granted by a court to correct, or "reform", a written contract so that it reflects the true intentions of the parties.
requiring exactly the performance that was specified in a contract; usually granted only when money damages would be an inadequate remedy and the subject matter of the contract is unique.
an action to undo or cancel the contract; restitution must be made.
an agreement whose terms are expressed inside the box in which the goods are packaged.
property resulting from intellectual, creative processes.
4 basic types of intellectual property rights
patent, copyright, trademarks, trade secret.
a grant from the government that gives an inventor the exclusive right to make, use, and sell an invention for a period of 20 yrs from the date of filing the application.
the right of an author or a creator of a literary or artistic work or other production
a distinctive mark or motto that a manufacturer stamps, prints, or affixes to goods so that its products are distinguishable from those of others.
a term that is used to indicate part or all of a business's name and that is directly related to the business's reputation and goodwill; protected under common law
a business secret that makes a particular company or product unique and that would be of value to a competitor
an oral or written promise made by a seller concerning the nature of the goods being sold.
implied warranty of merchantability
must be reasonably fit for the ordinary purposes for which the goods are used.
implied warranty of fitness for a particular purpose
the buyer must rely on the seller's skill or judgment in selecting suitable goods.
is the relief provided for an innocent party when the other party has breached the contract.
patents for designs
given for 14 years periods
when a firm makes, uses, or sells another's patented design, product, or process w/o permission, it commits this tort.
infringement of copyright
when the form of expression of an idea is copied.
occurs when a trademark is used, w/o authorization, in a way that diminishes the distinctive quality of the mark.
common law trademark
rights are difficult to enforce; expensive
makes enforcing easy and defending inexpensive
a promise for a promise - the most common form of contract
a promise in return for an act.
agreement, consideration, contractual capacity, legality
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