Chapter 7 - Contract and Business Law - Terminology Flashcards
1
Q
actions or threats used by debt collectors to harass a debtor
A
abusive debt collection practices
2
Q
a manifestation of assent to the terms made by the offeror in a manner invited or required by the offeror
A
acceptance
3
Q
payment by one party and acceptance of it by another in full satisfaction of a disputed claim
A
accord and satisfaction
4
Q
unforeseen occurrences not caused by a human being or a human agency
A
acts of God
5
Q
a consideration that is reasonably proportional under the circumstances
A
adequacy for consideration
6
Q
accumulation of capital assets, usually cash, from difference sources. In corporations usually occrs as a result of the sales of securities to investors.
A
aggregation of capital
7
Q
unclear meaning of terms or words
A
ambiguity
8
Q
The rate of interest actually paid by a borrower when the lender’s fees and “points” are considered; the true rate of interest received from money invested when the compounding factor is included
A
annual percentage rate of interest (APR)
9
Q
document signed by organizers of a corporation setting forth the name, purpose, authorized capital stock and other requirements of a corporation
A
articles of incorporation
10
Q
one to whom a legal right is transferred
A
assignee
11
Q
transfer of legal rights
A
assignment
12
Q
one who assigns legal rights
A
assignor
13
Q
attempting to sell a customer a higher-priced item after having advertised a similar item for a lower price
A
bait and switch advertising
14
Q
legal process by which honest debtors obtain relief under laws designed to protect them from their creditors
A
bankruptcy
15
Q
a contract between parties based on exchange of promises
A
bilateral contract
16
Q
common name for statutory laws designed to protect investors from securities fraud
A
blue sky laws
17
Q
the violation of a provision in a legally enforceable agreement that gives the damaged party the right to recourse in a court of law
A
breach of contract
18
Q
legal ability to enter into a binding agreement
A
capacity to contract
19
Q
“Let the buyer beware.” Common law maxim requiring the consumer to judge the quality of a product before making a purchase
A
caveat emptor
20
Q
a legal charter to conduct business as a corporation issued y a government, usually the state
A
certificate of incorporation
21
Q
a written document by a depositor directing the bank to pay a certain sum to the order of a named payee
A
check
22
Q
a corporation whose stock is held by a small group of stockholder who often actively conduct the corporate business
A
closely held corporations
23
Q
cash or other asset pledged as security for repayment of a debt
A
collateral
24
Q
short-term unsecured debt instruments
A
commercial paper
25
class of corporate security whose holders have the right to vote to elect directors
common stock
26
amount awarded a plaintiff to compensate for injury for losses suffered
compensatory damages
27
a benefit or detriment bargained for by parties who form a contract
consideration
28
pattern of uninterrupted management
continuity of management
29
a certificate of incorporation issued by federal or state government authorizing an organization to conduct business as a corporation
corporate charter
30
an entity with legal powers chartered under law and designed to exist indefinitely where ownership is vested in stockholders
corporation
31
a contract not to act in competition
covenant not to compete
32
one who possesses a credit card that allows the cardholder to obtain credit in accordance with the terms of a contract between the cardholder and issuing institution
credit cardholders
33
a body corporate organized and existing under law
de jure corporation
34
one to whom a power, authority, or responsibility has been transferred
delegatee
35
one who transfer a power, authority or responsibility
delegator
36
repudiate; disavow. For example, a minor disavowing a contract.
disaffirm
37
the object of a debtor who files a bankruptcy proceeding. In meeting requirements of the law, the person receives release from most debts.
discharge from debts
38
a corporation doing business in the state of its incorporation
domestic corporation
39
a written order drawn on one party by another and requesting that payment be made to a third party
draft
40
party on whom a draft is drawn
drawee
41
party who draws an order on another party requesting the drawee to make payment to a third party
drawer
42
a contract that has been completely performed
executed contract
43
an agreement not yet performed by the parties
executory contract
44
a contract where the terms have been expressed orally or in writing by the parties
express contract
45
powers explicitly granted by the contract
express powers
46
a law that requires persons who operate a business under a name other than their own to register that fact with a government office
fictitious name laws
47
a document filed with an appropriate government office that notifies the public that specified property is subject to existing law
financing statement
48
a contract provision excusing performance when a superior force makes performance impossible (Act of God)
force majeure clauses
49
a corporation doing business or maintaining an office in a state other than its state of incorporation
foreign corporation
50
a contract that complies with specific requirements of law
formal contracts
51
a written consumer product warranty that complies with the Magnuson-Moss Warranty Act.
full warranty
52
a party (bank or employer) who is required to withhold payment due or to become due to someone and pay it over o the garnishor
garnishee
53
court action requiring a party who is indebted to a person to withhold payment and pay a sum over to a creditor (garnishor) who instituted garnishment proceedings
garnishment
54
a party who institutes a garnishment proceeding
garnishor
55
a member of a partnership who shares with other partners the management and the profits and losses of the business
general partner
56
any act that violates a provision of law
illegal act
57
deceptive; based on a false impression. Courts will not enforce contracts where a party has made a vague, insubstantial, or deceptive promise.
illusory
58
an agreement or acquiescence manifested by a person's actions or inaction
implied contract
59
powers not specifically enumerated but implied in a contract
implied powers
60
a warranty that is implied based on the nature of the transaction, the relationship of parties and the circumstances and customs
implied warranty
61
a warranty under the UCC that goods are suitable for the buyer's intended use
implied warranty of fitness of goods
62
a warranty imposed on merchants that goods sold are such as to allow the buyer to assume they are as defined in the UCC
implied warranty of merchantability
63
where circumstances beyond the control of a contracting party make it impossible to perform under a contract
impossibility of performance
64
contract for which the law does not prescribe a set form
informal contracts
65
information concerning financial matters and prospective actions of a corporation available only to persons within the corporation
insider information
66
court proceeding resulting in appointment of a guardian to exercise control over a ward, the ward's property, or both
legal guardianship
67
statutes that provide a means for a consumer who buys goods that are defective (frequently autos) to obtain necessary repairs or replacement of the goods
lemon laws
68
a characteristic of certain forms of investment where the investor's liability is limited to his or her investment.
limited liability
69
a business structure combining aspects of both corporations and partnerships, in which the members are insulated from actions of others in the company
limited liability company
70
a partner in a limited partnership whose liability for debts of the partnership is generally limited to the partner's investment
limited partner
71
a partnership with at least one general partner and one or more limited partners organized under statutory law
limited partnership
72
a warranty that expressly includes certain limitations of the warrantor's liability
limited warranty
73
a fixed amount of damages that parties agree to in the event of a breach of contract
liquidated damages
74
a term commonly applied to a person who signs a promissory note
maker
75
an understanding between parties manifested by an offer and an acceptance
mutual assent
76
where each of the parties to a contract was mistaken as to a fact material to the formation of a contract
mutual mistake
77
transferable by endorsement and delivery
negotiable
78
commercial paper signed by the maker or drawer containing an unconditional promise or order to pay a sum certain in money, made payable on the demand or at a fixed time to the order of someone or to the bearer
negotiable instrument
79
a token amount awarded to a plaintiff who proves the defendant liable but fails to prove actual damages
nominal damages
80
duties that cannot be legally transferred to others
non-delegable duties
81
refers to contracts that do not comply with requirements for negotiability under the UCC. One who acquires a non-negotiable instrument or contract takes it subject to all defenses between the original parties
non-negotiable
82
failure to perform as required by a contract
non-performance
83
statement or conduct by a person constituting a proposal to enter a contract
offer
84
one to whom an offer has been made
offeree
85
one who makes an offer
offeror
86
A rule of law providing that when a contract is complete, oral agreements made prior to or at the time of execution of the contract cannot be admitted in evidence to vary or contradict the terms of the contract absent fraud, mistake or illegality
parol evidence rule
87
an association of two or more people who carry on business for profit as co-owners and share in the profits and losses
partnership
88
something done or given in the past that cannot serve as consideration in the present for a contract
past consideration
89
party to whom a negotiable instrument is payable
payee
90
fulfillment of a promise under a contract
performance
91
indefinite lifetime, a characteristic of a corporation
perpetual existence
92
to disregard the identity of a corporation as an entity separate from its shareholders and hole the stockholders liable
pierce the corporate veil
93
a duty, the performance of which does not constitute a valid consideration for a contract
pre-existing duty
94
shares of corporate stock that receive preference in payment of fixed dividends and priority in receiving assets upon dissolution of the corporation
preferred stock
95
party to whom a contractual promise has been made
promissee
96
party who makes a contractual promise
promisor
97
a doctrine of contract law under which a promise, even though made without consideration, may be legally enforceable if the promise induces action on the part of the promissee
promissory estoppel
98
a written promise to pay a certain sum to or to the order of another
promissory note
99
guidelines (usually unwritten) by which courts make determinations whether certain acts are beneficial or harmful to society
public policy
100
corporations whose securities are traded in public markets
publicly traded corporations
101
exaggerated, but not fraudulent, claims by a seller or sales person
puffing
102
a sum of money awarded to the plaintiff in a civil case as a means of punishing the defendant for wrongful action
punitive damages
103
an act or event that a reasonable person would anticipate to occur as a result of a prior act or event
reasonably foreseeable
104
cancellation. An equitable remedy that annuls a contract
rescission
105
an investment in a stock or bond issued by a corporation
security
106
a written contract between a debtor and a creditor granting the creditor a security interest in collateral
security agreements
107
a business owned a operated by one individual
sole proprietorship
108
a court-imposed requirement that a party perform obligations incurred under a contract
specific performance
109
a statutory law patterned after an English statute that requires certain contracts to be in writing
statute of frauds
110
a written contract whereby one party agrees to become liable for the debt or default of another party
suretyship
111
a person designated to receive payment of an obligation as a result of a contract between other persons
third-party creditor beneficiary
112
a person designated to receive something of value as a result of a contract between other persons
third-party donee beneficiary
113
ability to readily transfer ownership interests in a corporation by simply endorsing stock certificates
transferability of ownership
114
refers to acts committed by a corporation beyond the scope of its legal authority
ultra vires acts
115
contracts tat result In oppression against consumers who have no real choice as to the terms imposed
unconscionable consumer contracts
116
Model code adopted by most states to help facilitate interstate commerce
Uniform Commercial Code
117
a contract formed by a promise being made in exchange for performance of an act
unilateral contract
118
mistake made by only one party to a contract concerning a material aspect of the contract
unilateral mistake
119
a rate of interest charged to a borrower that exceeds the maximum rate allowed by law
usurious rate of interest
120
an agreement that cannot be enforced by law
void contract
121
an agreement that a party can choose to set aside
voidable contract
