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Contract Law > Midterm > Flashcards

Midterm Flashcards

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0
Q

Contract

A

An oral or written agreement between two or more persons; that is an exchange relationship; involving at least one promise; that is enforceable

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1
Q

Promise

A

An undertaking to act or refrain from acting in a specified way, at some future time

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2
Q

Bilateral contract

A

A contract in which both parties make promises- a promise for a promise

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3
Q

Void

A

An agreement with no legal effect. As if it never existed: not enforceable

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4
Q

Executed contract

A

A contract in which all obligations have been met. Nothing further remains to be done

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5
Q

Unilateral contract

A

A contract formed when one party acts in response to another party’s promise

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6
Q

Express contract

A

A contract with significant, clear, definite, unambiguous terms stated orally or in writing

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7
Q

Agreement

A

A meeting of the minds, both parties agree.

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8
Q

Void able

A

One party has the power to invalidate the contract if they choose

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9
Q

Implied contract

A

A contract not manifested by words but gathered by implications or actions. A contract formed without express statement of terms, by words or actions

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10
Q

Offer

A

An indication of willingness to enter into a contract that is communicated to the offeree

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11
Q

Letter of intent

A

An agreement in principle, not intended to be a contract, a contract will follow

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12
Q

Objective theory of contracts

A

A theory used to determine if there was a meeting of the minds. Did the parties reach mutual assent? Would ORP Person believe a contract formed

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13
Q

Quantum meruit

A

As much as he deserved. An equitable theory for the measurement of damages to avoid unjust enrichment

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14
Q

Mirror image rule

A

In common law, acceptance must be identical to the offer. Any deviation in language from the offer will result in a counter offer.

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15
Q

Quasi contract

A

A contract that did not actually form but in in fairness the courts will enforce to avoid unjust enrichment

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16
Q

Counter offer

A

A rejection of the original offer made by the offeror by substitution of a new offer made by the original offeree

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17
Q

Acceptance

A

A manifestation of assent to the terms of the offer, made in such a manner as invited or required by the offer

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18
Q

Manifestation of mutual assent

A

The appearance that an agreement has been reached and there is a meeting of the minds between the parties.

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19
Q

By operation of law

A

An offer is terminated by events such as death of a party, illegality, passage of time, or destruction of the subject matter.

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20
Q

Consideration

A

Something promised or done that has the effect of making the agreement legally enforceable

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21
Q

Condition precedent

A

An event that must occur before the contemplated transaction/ contract is complete

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22
Q

Pre existing duty

A

A promise to do something one already has the legal obligation to do. It is also forebearing from doing something which the person is not legally entitled to do

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23
Q

Liquidated debt

A

A debt in which the amount owed is not in dispute

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24
Q

Forbearance

A

Not doing something you have the legal right to do

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25
Q

Accord and satisfaction

A

An agreement to give or accept payment that is different then that stated in the original contract

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26
Q

Bargained for exchange

A

Each party gets something not entitled to before the contract and each party gives something. It is the give and take

27
Q

Illusory

A

The stated consideration does not really obligate the party. It only appears the party is obligated

28
Q

Promissory estoppel

A

Theory under which a promise can be enforced despite lack of consideration because of a reliance on that promise and knowledge of that reliance

29
Q

Gift

A

A complete transfer of property without consideration. A person receiving a gift is not obligated to do anything in return.

30
Q

Legalese

A

Very formal, often archaic language used in a contract. Language used to impress the client

31
Q

Identification clause

A

Can be used to identify the parties, set out addresses, dates and type of contract

32
Q

Recital clause

A

Can be used to set out the offer and the acceptance of the parties; provide background and reasons for the contract. It is not part of the contract

33
Q

Body of the contract

A

Used to set out the terms, conditions, obligations and responsibilities of the parties

34
Q

Scriveners error

A

A typographical error or drafting defect

35
Q

Boilerplate

A

Clauses in contracts that contain standard terms that can be used in all contracts as they are not adapted to the individual parties or circumstances. Language that can be used in any contract.

36
Q

Self proving document

A

A document wherein the signature or signatures of the parties are verified and sworn to before a notary public. It can be used as evidence in court without calling in the persons who signs the document

37
Q

Parol evidence rule

A

Applies to oral or written statements made prior to the final integrated contract that will be barred from being used as evidence as such statements or writing contradicts, changes or alters the integrated contact in some way

38
Q

Merger clause

A

A clause in a contract that states that the document is the complete and final agreement between the parties.

39
Q

Incorporated by reference

A

A reference to an outside document that is not part of the contract but which the parties want to make part of the contract by referencing to it

40
Q

Misrepresentation

A

A false statement made without the intent to deceive upon which a party justifiably relies to his or her detriment

41
Q

Fraud

A

A false statement of material fact made with the intent to deceive and upon which a party justifiably relies to his or her detriment

42
Q

Puffing

A

Opinion. Commonly known as sales talk

43
Q

Scienter

A

Having a guilty mind. Knowledge of the falsity

44
Q

Silence as fraud

A

Having a duty to disclose, and knowingly concealing the truth

45
Q

Duress

A

A wrongful threat or act that overcomes the free will of the other party

46
Q

Fraud in the execution

A

Relates to the nature of the actual contact/agreement

47
Q

Fraud in the inducement

A

Fraud that relates to the parties motivation in entering the contract

48
Q

Intent to deceive

A

Knowingly. Knowledge that the statement is false and is offered to induce another party into an agreement

49
Q

Justifiable reliance

A

The reliance upon the other party’s assertion is reasonable and to the detriment of the person so relying

50
Q

Mutual mistake

A

All parties are mistaken as to a basic assumption of the contract

51
Q

Unilateral mistake

A

Only one of the parties is mistaken as to a basic assumption of the contract

52
Q

Basic assumption of fact

A

A fact that is an essential term of the contract

53
Q

Undue influence

A

Where one party has a strong influence over the other party and abuses their position of dominance to the disadvantage of the party

54
Q

Fiduciary relationship

A

One party is obligated to act in the best interest of another party

55
Q

Unconscionable contract

A

A contract so unfair or so unreasonable that is shocks the conscious

56
Q

Adhesion contract

A

A contract where all the bargaining power is concentrated in one person. It is a take it or leave it contract, an example of a an unconscionable contract

57
Q

Bargaining power

A

The ability to negotiate, the ability to influence

58
Q

Severable/ sever-ability clause

A

A clause that states that if a part of a contract is Unenforceable the courts may sever, edit out, the Unenforceable clause and enforce the remainder of the agreement

59
Q

Cognovits

A

Also known as confession of judgement clauses. It is a clause that permits the immediate entry of judgement without notice or opportunity to present a defense

60
Q

Indemnification clause

A

Where one party agrees to compensate the other party for any losses they may incur that arise from the contract

61
Q

Exculpatory clause

A

An attempt by a party to excuse themselves from liability for their own tortious acts

62
Q

Contrary to public policy

A

Something that is not good for society

63
Q

Insurance interest

A

One must have a legitimate financial interest in a person to insure their life

64
Q

Arms length transaction

A

The parties are operating under equal statue and have equal negotiating power

65
Q

Moral turpitude

A

To act contrary to the duties which a man owes their fellow man or to society in general. It is conduct that is contrary to justice, honesty, modesty, or good morals.

Contract Law (12 decks)

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