Chap. 15 Flashcards
What is assignment of rights (assignment)?
The transfer of contractual rights by an obligee to another party.
What is a privity of contract?
The state of two specified parties being in a contract.
Who is the assignor?
An obligee who transfers a right.
Who is the assignee?
A party to whom a right has been transferred.
What is the anti-assignment clause?
A clause that prohibits the assignment of rights under the contract.
What is the delegation of duties?
A transfer of contractual duties by an obligor to another party for performance.
Who is a delegator?
An obligor who has transferred his or her duty.
Who is a delegatee?
A party to whom a duty has been transferred.
What is an assumption of duties?
A situation in which a delegation of duties contains the term assumption, I assume the duties, or other similar language. In such a case, the delegatee is legally liable to the obligee for nonperformance.
What is an anti-delegation clause?
A clause that prohibits the delegation of duties under the contract.
What is the intended third-party beneficiary?
A third party who is not in privity of contract but who has rights under the contract and can enforce the contract against the promisor.
What is a donee beneficiary contract?
A contract entered into with the intent to confer a benefit or gift on an intended third party.
Who is a donee beneficiary?
A third party on whom a benefit is to be conferred.
What is a creditor beneficiary contract?
A contract that arises in the following situation: 1) a debtor borrows money, 2) the debtor signs an agreement to pay back the money plus interest, 3) the debtor sells the item to a third party before the loan is paid off, and 4) the third party promises the debtor that he or she will pay the remainder of the loan to the creditor.
What is a creditor beneficiary?
An original creditor who becomes a beneficiary under the debtor’s new contract with another party.
What is an incidental beneficiary?
A party who is unintentionally benefitted by other people’s contracts.
What is a covenant?
An unconditional promise to perform.
What is a condition?
A qualification of a promise that becomes a covenant if it is met. There are three types of conditions: conditions precedent, conditions subsequent, and concurrent conditions.
What is a condition precedent?
A condition that requires the occurrence of an event before a party is obligated to perform a duty under a contract.
What is a personal satisfaction test?
A subjective test that applies to contracts involving personal taste and comfort.
What is the reasonable person test?
An objective that applies to commercial contracts and contracts involving mechanical fitness.
What is a condition subsequent?
A condition whose occurrence or nonoccurence of a specific event automatically excuses the performance of an existing contractual duty to perform.
What is a concurrent condition?
A condition that exists when the parties to a contract must render performance simultaneously; each party’s absolute duty to perform is conditioned on the other party’s absolute duty to perform.
What is implied-in-fact condition?
A condition that can be implied from the circumstances surrounding a contract and the parties’ conduct.
What is novation agreement? (novation)
An agreement that substitutes a new party for one of the original contracting parties and relieves the exiting party of liability on the contract.
What is the accord and satisfaction?
The settlement of a contract dispute.
What is the impossibility of performance?
Nonperformance that is excused if a contract becomes impossible to perform. It must be objective impossibility, not subjective.
What is force majeure clause?
A clause in a contract in which the parties specify certain events that will excuse nonperformance.
What is a statute of limitations?
A statute that establishes the time period during which a lawsuit must be brought if the lawsuit is not brought within this period, the injured party loses the right to sue.
