Glossary: Business Law Flashcards
An agreement to an offer resulting in a contract
Acceptance
An agreement made and executed in satisfaction of the rights one has from a previous contract
Accord and Satisfaction
The party appointed by the principal to enter into a contract with a third party on behalf of the principal
Agent
One that is incorporated in a foreign country
Alien Corporation
Official document detailing a defendant’s defense
Answer
Laws which seek to promote competition among businesses
Antitrust
The authority an agent is believed by third parties to have because of the behavior of the principal
Apparent Authority
Request to a higher court to review a lower court’s decision
Appeal
Courts hearing cases appealed from a lower court
Appellate Courts
Charging a person with a crime and asking for that person’s plea
Arraignment
To take into police custody
Arrest
The party to whom the assignment is made
Assignee
The party making the assignment
Assignor
Power to act for someone else
Authority
The party who acquires possession, but not the title, of personal property by one party to another, under agreement
Bailee
The transfer of possession, but not the title of personal property by one party to another, under agreement
Bailment
The party who gives up possession, but not the title, of personal property in a bailment
Bailor
A person in possession of an instrument
Bear
Commercial paper payable to bearer; i.e. to the person having possession of such
Bearer paper
Recipient of the proceeds of a life insurance policy: one who inherits property as specified in a will
Beneficiary
A contract which consists of mutual promises to perform some future 9 acts
Bilateral contract
The contract existing between the consignor and the carrier
Bill of lading
A document of conveyance which provides written evidence of one’s title to tangible personal property
Bill of sale
Having no words other than the signature of the endorser
Blank endorsement
A body of persons elected by the stockholders to define and establish corporate policy
Board of directors
Administrative step taken after an arrested person is brought to police station, which involves entry of the person’s name, the crime for which the arrest was made, and other relevant facts on the police “blotter”, and which may also include photographing, fingerprinting and the like
Booking
A situation in which one of the parties to a contract fails or otherwise refuses to perform the obligations established in that contract
Breach of contract
Those rules of conduct prescribed by government and its agencies in regulating business transactions
Business law
A check drawn on a bank’s own funds and signed by a responsible bank official
Cashier’s check
The acknowledgement by a bank of a receipt of money with an agreement of repayment
Certificate of deposit
A check for which the bank assures that the drawer has sufficient funds to make payment
Certified check
An order by a depositor on the bank to pay a sum of money to a payee
Check
The body of law concerned with private or purely personal rights
Civil law
A designation which applies to a corporation in which outstanding share of stock and managerial control are held by a limited number of 2 people (often members of the same family)
Close (closely held) corporation
A writing drawn in a special form which can be transferred from person to person as a substitute for money or as an instrument of credit
Commercial paper (negotiable instrument)
Customs which have become recognized by the courts as binding on the community
Common law
An award paid to the injured party to cover the exact amount of their loss, but no more
Compensatory damages
The written request which initiates a civil law suit
Complaint (petition)
That which the promisor demands and receives as the price for a promise
Consideration
One to whom goods are shipped by common carrier
Consignee
One who ships goods by common carrier
Consignor
An agreement between two or more competent persons which is enforceable by law
Contract
A seller agrees to transfer title to goods for a consideration (price) at a future time
Contract to sell
The necessity that the parties desiring to enter into contracts meet all requirements
Contractual capacity
A business entity created by statutory law and owned by individuals known as stockholders
Corporation
An intended acceptance which changes or qualifies an original offer and in effect, rejects that offer and becomes a new offer
Counteroffer
A person who is not a party to a contract to whom the promisor of a contract owes an obligation or duty
Creditor beneficiary
An offense which is injurious to society as a whole
Crime
Laws dealing with crimes and the punishment of wrongdoers
Criminal law
The person against whom legal action is brought
Defendant
The repudiation of, or election to avoid, a voidable contract
Disaffirmance
Termination of a contract by performance, agreement, impossibility, acceptance of breach, or operation of law
Discharge
Pretrial steps taken to learn the details of the case
Discovery
Operates in the state that granted the charter
Domestic corporation
A third party beneficiary to whom no legal duty is owed and performance is a gift
Donee beneficiary
A written order signed by one person requiring the person to whom addressed to pay a particular sum of money, to order or to bearer, on demand or at a certain time
Draft
The person, company or financial institution ordered to pay a draft
Drawee
The person who executes any draft
Drawer
A means of removing one’s free will, obtaining consent by means of a threat to do harm to the person, his family, his property, or his earning power
Duress
The person hired to perform work and who is obligated both as to the work to be done and as to the manner in which it is to be done
Employee
The party who employs employees to do certain work
Employer
Those contracts in which the terms have been fulfilled
Executed contract
The carrying out or completion of some task
Execution
Those contracts in which the terms have not been completely executed or fulfilled by the parties
Executory contract
Those goods which are, at the time of the contract, in existence and owned by the seller
Existing goods
The authority of an agent, stated in the document or agreement creating the agency
Express authority
A contract in which the parties express their intentions, either orally or in writing, at the time of agreement
Express contract
The actual and definite statement of a seller, either orally or in writing, at the time of the sale
Express warranties
A more serious criminal offense that is punishable by death or by imprisonment in a penitentiary for more than one year
Felony
A relationship of trust and confidence, such as that which exists between partners in a relationship
Fiduciary
Designation that applies when a corporation operates in any state other than where it is chartered
Foreign corporation
Those contracts which must be in special form or produced in a certain way, such as under seal
Formal contract
The intentional or reckless false statement of a material fact, upon which the injured party relied, which induced the injured party to enter into a contract, to his or her detriment
Fraud
Those goods which are not in existence at the time a contract is agreed to
Future goods
One who is authorized to execute the principal’s business of a particular kind, or all the principal’s business at a particular place, if not all of one kind
General agent
Those individuals actively and openly engaged in the business and held to everyone as a partner
General partner
Moveable tangible personal property
Goods
One in possession of commercial paper
Holder
The goods specified by the buyer and seller
Identified goods
An agent’s authority to do things not specifically authorized in order to carry out express authority
Implied authority
One in which the terms of the contract are implied by acts or conduct of the parties
Implied contract
Warranties imposed by law, arising automatically because the sale has been made
Implied warranties
One who contracts to perform certain tasks for a set fee, but who is independent of the control of the contracting party as to a means by which the contract is executed, except for specifications established in the contract
Independent contractor
A person who becomes the holder of a negotiable instrument by endorsement which names him or her as the person to whom the instrument is negotiated
Endorsee
The signature or statement of purpose by the owner on the back of a negotiable instrument, which indicates the future control of the instrument
Endorsement
Person who writes his or her name on back of an instrument
Endorser
A permanent judicial order or decree forbidding the performance of a certain act
Injunction
Evidences of ownership of personal property, such as stock of corporations, checks and copyrights
Intangible personal property
A decision of a court of law
Judgment
Those rules of conduct commanding what is right and prohibiting what is wrong
Law
Newest from our business ownership recognized in the US; combines features of both the corporation and partnership
Limited liability company
Partners who have their liability for the firm’s debts limited to the amount of their investment
Limited partner
The amount of the damages stipulated in a contract to be paid in the event one party breaches the contract
Liquidated damages
The person who executes a promissory note
Maker
A breach of contract by a professional person; failure to perform a professional service with the ability and care generally exercised by others in the profession
Malpractice
A person who deals in goods of the kind, or otherwise by occupation purports to have knowledge or skill peculiar to the practices or goods involved in the transaction
Merchant
Those persons under legal age; by most states (but not all), the standard is under the age of 18
Minor
A less serious criminal offense, generally punishable by fine and/or imprisonment of less than one year
Misdemeanor
Stating an untrue fact
Misrepresentation
Items, required or proper and useful, for sustaining a human being at an appropriate living standard (example: food, clothing, and shelter)
Necessaries
Failure to exercise ordinary care; omission to do something which a reasonable prudent person would do under ordinary circumstances or the doing of something which a reasonable and prudent would not do; the lack of due care (a breach of a legal duty to act carefully resulting in injury to another or damage to another’s property)
Negligence
A writing drawn in a special form which can be transferred from person to person as a substitute for money or as an instrument of credit
Negotiable instrument (commercial paper)
The act of transferring ownership of a negotiable instrument to another party
Negotiation
A token award to symbolize vindication of the wrong done to the plaintiff, generally the award is $1.00
Nominal damages
The substitution of a new party for one of the original parties to a contract, such that the prior contract terminates and a new one substitutes for it
Novation
A proposal to make a contract
Offer
The person to whom an offer is made
Offeree
The party who initiates, or makes, an offer
Offeror
Commercial paper made payable to the order of some named party; the word order or its equivalent must be used
Order paper
Law enacted by a local municipality
Ordinance
The voluntary association of two or more people who have combined their resources to carry on as co-owners of a lawful enterprise for their joint profit
Partnership
The party to whom any negotiable instrument is made payable
Payee
All property which is not real property
Personal property
A written request initiating a civil suit
Petition (complaint)
The individual who initiates a civil action
Plaintiff
The consideration stipulated by contract, generally expressed in money or money’s worth
Price
A party who appoints a second party to serve as an agent
Principal
A corporation formed by individuals to carry out some non governmental function
Private corporation
A notice given to a defendant, attaching the complaint and stating a time frame in which an answer must be filed or an appearance made
Process (summons)
An equitable doctrine that prevents the promisor trom revoking the promise when the promisee justifiably acts in reliance upon the promise to his detriment
Promissory estoppel
A negotiable instrument containing a promise to pay
Promissory note
A corporation formed to carry out government functions
Public corporation
An award paid to the plaintiff in order to punish the defendant, not to compensate the plaintiff
Punitive damages
An endorsement which limits the liability of the endorser
Qualified endorsement
Conforming an act which was executed without authority or an act which was voidable
Ratification
Land and those objects permanently attached to land
Real property
Canceling, annulling, avoiding
Recession
Refusal to accept
Rejection
An endorsement which prevents the use of the instrument for anything except the stated use
Restrictive endorsement
The annulment or cancellation of an instrument, act or promise by one doing or making the offer
Revocation
The transfer of title to goods from the seller to the buyer for a consideration called the price
Sale
The contracting of services rather than goods
Service contracts
Those having title to one or more shares of stock in a corporation; combined, they represent ownership of the corporation
Shareholders (stockholders)
Federal legislation intended to promote competition among businesses by prohibiting restraint of trade
Sherman antitrust act
An individual who takes no active part in the management of a partnership, but has capital invested in the business
Silent partner
Any contract other than a formal contract, whether written, oral or implied
Simple contract
A business owned by one person who is subjected to claims of creditors
Sole proprietorship
One authorized by the principal to execute specific act(s)
Special agent
An endorsement which designates the particular person to whom payment is to be made
Special endorsement
A contract remedy by which the court requires the breaching party to perform the contract
Specific performance
The principle that the decision of a higher court should serve as a guide or precedent and control the decision of a similar case in the future
Stare decisis
A statute originally enacted by English Parliament, and now enacted in some form in all the American states, listing certain types of contracts which could only be enforced if in written form
Statute of frauds
A law that restricts the period of time within which an action may be brought to court
Statute of limitations
Laws which are enacted by legislative bodies
Statutes
Those having title to one or more shares of stock in a corporation, combined, they represent ownership of the corporation
Stockholders (shareholders)
Is a creation of the tax codes; shareholders elect to be taxed as a partnership (no double taxation) without losing corporation status
Subchapter S corporation
A notice given to a defendant, attaching the complaint and stating a time frame in which an answer must be filed or an appearance made
Summons (process)
Person not party to a contract, but whom parties intended to benefit
Third party beneficiary
A private or civil wrong, other than by breach of contract, for which there may be action for damages
Tort
Court which conducts the original trial and renders its decisions
Trial court
Improper influence that is asserted by one dominant person over another, without the threat of harm
Undue influence
An agreement which at the current time is not enforceable by law
Unenforceable contract
Recognized as the most important statute in business law, it includes provisions which regulate certain sales of goods and negotiable instruments
Uniform commercial code
A contract fulfilled when an act is done in consideration for a promise
Unilateral contract
Exceeding the maximum rate of interest which may be charged on loans
Usurious
A contract which will be enforced by the court
Valid contract
An agreement of no legal effect
Void contract
A contract which would be an enforceable agreement, but due to circumstances, may be set aside by one of the parties
Voidable contract
Guarantees made by a seller that an article, good or service will conform to a certain standard or will operate in a certain manner
Warranties
