CH 7

Question 1

what are Terms of the contract that state or make explicit one party’s promise to another.

Answer 1

Express Terms

Question 2

what are Terms that are not expressly included in a contract but that are necessary to give effect to the parties’ intention. A judge may imply terms in a contract to make the contract workable.

Answer 2

Implied Terms

Question 3

what are implied terms

Answer 3

Terms that are not expressly included in a contract but that are necessary to give effect to the parties’ intention. A judge may imply terms in a contract to make the contract workable.

Question 4

what are express terms

Answer 4

Terms of the contract that state or make explicit one party’s promise to another.

Question 5

what happens when there is a contract with vague terms

Answer 5

the court will assign a reasonable meaning

Question 6

what are Rules of construction

Answer 6

Guiding principles for interpreting or “constructing” the terms of a contract.

Question 7

what is business efficacy

Answer 7

terms are implied for business efficacy- to make the contract workable

Question 8

what is an established custom

Answer 8

terms are implied based on established custom in the particular trade or commercial context of the transaction

Question 9

what is previous dealings

Answer 9

If the parties have contracted in the past, it may be possible to imply that the current contract contains the same terms

Question 10

2 examples of implied terms

Answer 10

statutory requirement’s

contractual quantum meruit

Question 11

what is contractual quantum meruit

Answer 11

awarding one party a reasonable sum for the goods or services provided under the contract

Question 12

what is the entire contract clause

Answer 12

a term in the contract in which the parties agree that their contract is complete and written

Question 13

what does the parol evidence rule forbid

Answer 13

forbids outside evidence as to the terms of a contract when the language of the written contract is clear and the document is intended to be the sole source of the contractual content

Question 14

what act was drafted to make the proof of electronics subject to a uniform set of rules such as the best evidence rule

Answer 14

uniform electronic evidence act

Question 15

what is a condition subsequent

Answer 15

an event or circumstance that, when it occurs, brings an existing contract to an end

Question 16

what is a condition precedent

Answer 16

an event or circumstance that, until it occurs, suspends the parties obligation to perform their contractual obligations

Question 17

what is a limitation liability clause

Answer 17

a term of a contract that limits liability for breach to something less than what would otherwise be recoverable

Question 18

Exemption clause

Answer 18

a term of a contract that identifies events causing loss for which there is no liability

Question 19

what is a liquidation damages clause,

Answer 19

a term of a contract that specifies how much one party must pay to the other in the event of a breach

parties have decided beforehand on compensation

if the clause sets reasonable compensation terms, it is enforceable.

Question 20

what is a penalty clause

Answer 20

in a liquidation damage clause, if it sets out unreasonable compensation terms, it becomes a penalty clause and will be disregarded by the court

Question 21

what is a click wrap agreement

Answer 21

an agreement that appears on a users computer screen when the user attempts to download and/or purchase goods or services online

users are told to review the terms, then click an “I accept” button

Question 22

what are browse wrap agreements

Answer 22

the user agrees simply by using/accessing the site. he or she is bound by the sites terms of use.

Question 23

what is An event or circumstance that, when it occurs, brings an existing contract to an end

Answer 23

Condition subsequent

Question 24

what is an An event or circumstance that, until it occurs, suspends the parties’ obligations to perform their contractual obligations

Answer 24

Condition precedent

Question 25

Name all types of implicit terms

Answer 25

1. Business Efficacy:
2. Customs:
3. Previous Dealings:
4. Statuary Dealings:
5. Quantum Merity:

Question 26

Mitigation Risks

Answer 26

1. Consition Subsequent
2. Consition Precedent
3. Limitation of Liabillity
4. Exclusion clause
5. Liquidated Damages
6. Penalty Clause

Question 27

what rule does not apply when a contract is partially oral and partially in writing

Answer 27

the parole evidence rule. The rule applies only when the parties intended the document to be the whole contract.

Question 28

give an example of a condition subsequent

Answer 28

parties to an employment contract may agree that an employee is to work for an organization unless the employee’s sales drop below a certain amount.

Question 29

what is the plain-meaning rule

Answer 29

requires the court to interpret the words of a contract in the way a reasonable person would regard them

Question 30

what is The factual matrix rule

Answer 30

requires the court to read the contract as a whole, consistent with the surrounding circumstances known to the parties at time of contracting.