CH 7 Flashcards
what are Terms of the contract that state or make explicit one party’s promise to another.
Express Terms
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.
Implied Terms
what are implied terms
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.
what are express terms
Terms of the contract that state or make explicit one party’s promise to another.
what happens when there is a contract with vague terms
the court will assign a reasonable meaning
what are Rules of construction
Guiding principles for interpreting or “constructing” the terms of a contract.
what is business efficacy
terms are implied for business efficacy- to make the contract workable
what is an established custom
terms are implied based on established custom in the particular trade or commercial context of the transaction
what is previous dealings
If the parties have contracted in the past, it may be possible to imply that the current contract contains the same terms
2 examples of implied terms
statutory requirement’s
contractual quantum meruit
what is contractual quantum meruit
awarding one party a reasonable sum for the goods or services provided under the contract
what is the entire contract clause
a term in the contract in which the parties agree that their contract is complete and written
what does the parol evidence rule forbid
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
what act was drafted to make the proof of electronics subject to a uniform set of rules such as the best evidence rule
uniform electronic evidence act
what is a condition subsequent
an event or circumstance that, when it occurs, brings an existing contract to an end
what is a condition precedent
an event or circumstance that, until it occurs, suspends the parties obligation to perform their contractual obligations
what is a limitation liability clause
a term of a contract that limits liability for breach to something less than what would otherwise be recoverable
Exemption clause
a term of a contract that identifies events causing loss for which there is no liability
what is a liquidation damages clause,
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.
what is a penalty clause
in a liquidation damage clause, if it sets out unreasonable compensation terms, it becomes a penalty clause and will be disregarded by the court
what is a click wrap agreement
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
what are browse wrap agreements
the user agrees simply by using/accessing the site. he or she is bound by the sites terms of use.
what is An event or circumstance that, when it occurs, brings an existing contract to an end
Condition subsequent
what is an An event or circumstance that, until it occurs, suspends the parties’ obligations to perform their contractual obligations
Condition precedent
Name all types of implicit terms
- Business Efficacy:
- Customs:
- Previous Dealings:
- Statuary Dealings:
- Quantum Merity:
Mitigation Risks
- Consition Subsequent
- Consition Precedent
- Limitation of Liabillity
- Exclusion clause
- Liquidated Damages
- Penalty Clause
what rule does not apply when a contract is partially oral and partially in writing
the parole evidence rule. The rule applies only when the parties intended the document to be the whole contract.
give an example of a condition subsequent
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.
what is the plain-meaning rule
requires the court to interpret the words of a contract in the way a reasonable person would regard them
what is The factual matrix rule
requires the court to read the contract as a whole, consistent with the surrounding circumstances known to the parties at time of contracting.
