New Words 2 (contracts) Flashcards
Description (of goods)
A
Part of the basis of the bargain
A
Sample
A
coMMendAtion
Encomio, lode
Affirmation
A
Statement of value
A
Mere (opinion)
A
Automatically
A
bUlk (of goods)
Massa
A sample is drawn FROM the bulk of goods
A
Model is offered for inspection
A
(They) amount to (a description of goods)
A
To verify
A
To be fit FOR (the ordinary purpose)
A
Merchantable
Merchant
Merchantability
A
Inoperative
A
conspicuOUs
Evidente
To indicate
A
To care ABOUT
A
To substitute (material WITH an equivalent one)
A
To charge the buyer
A
To aCCoMModate (the subjective request)
A
Benchmark of the standard
A
Warranty disclaimer
A
(The good is) defective
A
Puffery
A
ON condition that
A
Interpretative maxims
A
Thin/Thick market
A
(To induce/prevent) Hold-up
Interruzione
Avoidance
Elusione
Concealment
Occultamento
ImpraCticability
A
Impossibility
A
Voluntariness (c’è solo una i)
Spontaneità
To be UNDER duress (2 S)
Constrinzione
Illegality
A
Immorality
A
Infancy
A
Mental illness
A
Unconscionabilty
Vessazione
Physical coercion
Coercive
A
Objectionable (content of the agreement)
Deplorevole
Procedural/SUBSTANTIVE
A
Detuine/replevin
Appropriazione indebita/restituzione
unforEseeability To forEsee (as a probable result of the breach)
A
Inadequate remedy at law
A
Defect (in the bargaining process)
A
Restitution (c’è solo una N)
A
To confer (benefits) ON the other party
confeRRed benefit
A
Interest IN beING put in AS good position AS he would have been if the contract HAD been made
A
Interest IN beING reimbursed for loss caused BY reliance ON the contract
A
Plaintiff/defendant oriented
A
Loss incurred
A
To make a contract
A
Ordinary course of event
A
The party in breach
A
Damages are not RECOVERABLE for loss
A
Injured party
A
The conduct constituting the breach
A
On ground of public policy
A
Difficulty of proof of loss
A
(Injunction to enforce) forbearance (qui for è senza E)
A
To compensate the NON breacher for the injury caused by the breach
A
Measurement
A
Amount that evidence permits to BE established (with reasonable certainty)
A
Avoidability
A
Unde (risk, humiliation, burden)
Eccessivo
She expected pain and suffering
A
Unique
Uniqueness
A
Precaution
A
Avoidable- duty to mitigate
A
Gain TO (promisor)
A
Efficiently
A
Correctness
A
(Entitled to an amount) INTENDED to put the plaintiff …
A
AT election (of the plaintiff)
A
An amount corrEsponding TO (any benefit conferred by the plaintiff ON the defendant)
A
Lenient
Lieve
Condition promised/condition actually resulting
A
To put the plaintiff BACK in the position
A
(To complete) the Restoration (of the status quo ante)
A
Not-promissory liability
A
To analogize TO (the construction contract)
A
Nominal damages
A
Adequately proven
D
(Money damages) are designed (to put the injured party in the same position AS he would have been put by full performance)
A
(It would) enrich plaintiff (at defendant’s expenses)
A
No relation TO (compensation for plaintiff’s actual loss)
A
Defaulting party
A
Natural and probable consequences
A
Value TO (the plaintiffs)
A
Contracting parties
A
I lease it TO you
I sell it TO you
A
(A letter) PURPOSING (to cancel)
A
Disproportionate (in its harm TO defendant and in its assistance TO plaintiff)
A
Physical difference
A
Economic interchangeability
A
Uncertainty OF VALUING it
A
Reliability
A
(Un)reliable
A
The value could be FIXED with reasonable certainty
A
Inequity
A
Comparable (goods)
A
Proponents (of a theory)
A
Breakage
Rottura, guasto
Damages arising naturally from the breach
A
Usual course of things
A
To coMMunicate
A
knowN TO (both parties)
A
Amount ordinary follows under the circumstances
A
Reluctant
A
Consequential damage
A
To award (damages)
A
To do nothing to increase damages
A
Preponderance of evidence (more likely than not)
A
Standard of proof
A
Pre-delivery inspection
A
(The injury was caused) ON purpose
A
Court overlooked and misconceived (material evidence)
Lasciarsi sfuggire e fraintendere
A dispute OVER (the ownership)
A
Bill of lading (c’è solo una N)
A
Consignor/consigned
Mittente/destinatario
Verbally expressed
A
Red flags
A
Boundary (b/w forceable and unenforceable promise)
A
GratuitOUs
A
Promise must be conditional
A
Genuine (bargained)
A
Illusory (exchange)
A
Bargained for exchange
A
Sham (consideration)
A
Adequacy
A
Nominality case
A
On basis of costume
A
MonEtary damages
A
King’s bench
A
Monopoly (to enforce duties)
A
cHanceLLor (h e 2 L)
cHancery
A
Equitable principle
A
Order compelling the defendant to do or not something
A
The system is defeated
A
To differ FROM
A
To be bound
A
Initially
A
Otherwise the outcome would be unjust
A
Separate (entity)
A
Indefiniteness (doctrine)
A
The promise didn’t induce reliance
A
The doctrine requires demonstration of actual reliance
A
Promissory estoppel extends the domain of promises that are enforceable
A
LevErage
A
Lack of consideration
A
Actual/hypothetical bargaining context
A
Acceptance is effective
A
When dispatched
A
RecEIpt rule
A
Offeror/offeree
A
Lapse (of time)
Trascorrere
To take effect
A
Transfer ON (sale/possession)
A
To fill gaps
A
Inducement
A
EvindenTiary requirement
A
Performable
A
To prevent fraudolent testimony
A
Term contract/at will contract
A
Economic condition
A
(to FILE a) Motion to dismiss/for summary judgment/claim
A
Must be performed within a year from the formation
A
Legal characterization
A
To mitigate harshness
A
Morphemes (marks/sounds)
A
Process of merging or reducing an agreement INTO a final writing
A
OrtHodox
Aa
Implicitly integrated
A
Buy-back option
A
Reservation in a deed
A
Option IN THE money
A
Assignable/personal right
A
TO step in the shoes (of the bankrupt)
A
To be consistent WITH
A
To be silent ON (the question of assignability)
A
Formalized structure of a deed
A
To contradict (1 D sola)
A
You have to register your interest
Register owner
A
Protected from a double conveyance
A
Critical fact
A
Unionized hotel
Union-represented
Aa
aDmissible/inaDmissible
AdmiTTed
A
What the parties meant
A
Merger clause is designed to prove integration
A
Parole evidence has nothing to do with interpretation
A
Objective meaning
A
If the word is clear ON ITS FACE
A
The court looks to the writing itself
A
By looking at the 4 corners of the agreement we can infer if the contract is partially/fully integrated
Aa
To be reasonably construed AS consistent WITH express terms
A
Carefully negated: specific clause
A
To return the favor
A
Liability is a premise for recover
A
coNforming Tender
A
To coNform (the good is conformed TO what…)
A
To act inconsistently WITH
A
dEpendent/indEPendent
A
We have to weigh the content of the contract
A
Forfeiture/windfall
A
Prohibitive
A
idIosyncratic (non c’è nessuna E)
A
No interpretation that leads to gross unfairness
A
Undue
Esagerato
It’s important that the injured party should not recover more from the breach than he would have gained if the contest had been fully performed
A
Inappropriate
A
To criticize FOR
A
The cheaper option
A
To bring an action seeking specific performance
A
The court declined to order specific performance
A
Inequitable in its effect
A
What matters in measuring money damages
A
Information about substitutes
A
In the contemplation of both parties
A
At the time they made the contract
A
Involving items of great sentimental value
A
An amount intended to put plaintiff in as good position as he would have been
A
It is not limited TO (the restoration of the benefits conferred)
A
Difference in value between the condition as promised and the conditions actually resulting from the breach
A
In order to complete the restoration of the status quo ante
A
To contend, to argue
A
The conversation was collateral TO the sale
A
An understanding with the buyer that was ignorant
A
Part of the basis of the bargain
A
Knowledgeable seller
A
Relying chiefly, primarILy on the advise
Aa
He testifies/testified
A
His opinion was the principal, if not the only, factor which motivated him to purchasers
A
TO state a facht OF WHICH the buyer was ignorant
A
Considered in the light of the surrounding circumstances
A
The good itself was fit FOR ordinary purposes
A
Natural imperfections
A
Foreign substance
A
Clear and conspicUous
A
To appeal from a judgment
A
The judgment is against the manifest weigh of the evidence
A
There was a sign “sold as is”
A
Evidence is persuasive
A
It’s generally understood to mean that
A
The buyer purchases the good IN its PRESENT conditions
A
WITH whatever faults
A
Implied warranty is excluded by expression like “as is@
A
To present evidence
A
(Unable) to determine the cause
A
Duty to execute the Contract in good faith and not fraudUlently
A
The skill in selecting the conforming good
A
Manufacturer
A
To exercise his judgment
A
Advantage of reducing frictions in the bargaining process
A
To signal his belief
A
Neither fraudulent neither willful
A
Result of oversight and inattention
A
They were the same in quality, appearance, market price, cost
A
The defect was insignificant in relation to the projects
A
Construed as conditions of one another
A
Departure in point of substance
A
The default is unfairly OUT OF proportion to the oppression of the forfeiture
A
No examination was made
A
Except for minor omission
A
TO compensate the defendant for damages
A
Right to contract FOR what he wanted
To Contract FOR
A
A right before making the payment to get what the Contract called for
A
Specifications of a contract become the law between the parties
A
To hold a different doctrine
A
To encourage
A
A buyer can reject the good for any defect
A
Only when the defect materially impairs the essence of what was contracted for
A
Typical/ atypical parties
A
Not always the breach of a condition is follewed by forfeiture
A
Intentional or due to groos neglect
A
Parole evidence rule enables the parties to reduce the risk that a court will misinterpret the agreement
A
By committing some or all of the terms of their agreement TO a writing and agreeing that neither of the them will be permitted to introduce evidence in court other than the writing
A
TO expand/contract
A
If the writing appears ON its face to be a complete and exclusive statement of all the terms of the agreement
A
Four corner presumptions
A
Merger clause announcing that both parties REGARD the writing as a the final and exclusive statement of the terms of the agreement
A
To criticize
A
Writing cannot prove its own finality and exclusivity
A
Notwithstanding the merger clause (rebuttable presumption)
A
To examine the Contract as a whole in isolation from its extrinsic context
A
They were taken for granted where the contract was phrased
A
To overcome difficulties
A
They conveyed the property
A
Evidence offered (by the defendant)
A
To prove the existence of a separate agreement AS TO any matter OF which the writing is silent
A
Written evidence is more accurate than human memory
A
Exclusion of evidence
The evidence was improperly excluded
A
To undermine paro evidence rule
A
I provide you WITH money
A
(To refuse) to refund the down payment
A
The stability that it gives TO written contract
A
He can avoid his obligation by testifying that an oral agreement released him from the duties he had assumed in writing
A
Their intention to nullify antecedent agreement
A
The parties are bound by the contract because they have choose To be bound
Aa
They establish s written agreement as exclusive basis for determining their intention
A
To vitiate the contract
A
The fraud that could invalidate the merger clause
A
Improbable
A
The contract, read as a whole, plainly manifests…
A
To determine what the parties collectively and subjectively intended
A
No difference in interpretative result
D
The plaintiff defended on the grounds that the contract, construed in light of the usage of trade…, impose no duties
A
To enter into a contract
A
The Contracts provides a minimum quantity of
A
The price are to be adjusted according to the market forces
A
The test of admissibility is not whether the contract appears ON ITS FACE complete
A
The default clause refers only TO the failure of the buyer TO pay
A
Unilateral/mutual adjustment
A
The course of dealing form a part of the agreement
A
They are not synonymous WITH verbal understanding (synonymous ha 2 Y)
A
Equities were strongly in favor of the defendant
A
The quantity stipulated in the contract was not mandatory and subject to renegotiation
A
TO jeopardize the certainty of the contractual duties
A
Placing ON the buyer the risk of variation in quantity
A
The unilateral right to make a departure FROM such specification must be expressly agreed TO IN the contract
A
A construction that negates the express terms is patently unreasonable
A
The intent of the statute is To limit the enforceability of certain kind of ORAL contract
A
To coerce the parties INTO memorialize their agreement
A
TO create reliable evidence
A
To reduce the possibility of enforcing fraudulent contracts proven by perjury testimony
A
Actual commencement of the perform
A
The statue makes unenforceable an oral contract that is not TO be performed within a year from its formation
A
HIstorical (senza y)/modern function
A
To prevent fraudulent practices
A
Complaining parties were disqualified as witnesses
A
Evidentiary function Cautionary effect (to reflect on the importance) Easy way to distinguish enforceable contracts
A
Equity powers are a method of judicial circumvention of the statute
A
The doctrine of estoppel has been applied to prevent fraud or unconscionable injury that Would result from refusal to enforce oral contracts
A
In determining whether injustice can be avoided only by enforcement the following circumstances are significant
A
The exten to which the action or forbearance corroborate evidence of the making of a contract (was foreseeable by the promisor)
A
The reasonableness (of the action or forbearance)
A
The sole function is to interpret the statute
A
Outward manifestation
A
Contractual obligation is imposed based on what a party reasonably believed was said and done
A
Put the liability on that party able to prevent/minimize the risk of misunderstanding
A
A deal was concluded
A
An offer is conditioned on a specific return
A
Manifestation of willingness to enter into a bargain
A
The nod and the handshake as a manifestation of intent
A
Time-consuming process
A
Invitation to negotiate: conditional statement of present intention
A
Give to another the legal power OF creatING an obligation
A
The power to invite the acceptance by any means
To limit acceptance TO a particular or specified means
A
Silently
A
Manifestation of intention that silence may operate as acceptance
A
The offeree should notify the offeror that he doesn’t intend to accept
A
Expectation of compensation
A
Offer and acceptance are transmitted via mail
A
Revocation is not effective
A
An offer could be withdrawn at any time before performance was completed
A
Once the offeree has begun the requested performance
A
To limit the power to revoke
A
Counteroffer constitutes a rejection of the original offer
A
Unless the offeree has manifested a contrary intention
A
An offer can only be accepted if the offeree agreed precisely and completely to the terms of the agreement. If acceptance varied in any way from the terms of the offer there would be a rejection of the offer
A
Requirement of perfect matching b/w offer and acceptance
A
To accept by rendering a performance/ by promising to perform
A
To notify him of the acceptance
F
The deceased made a will
A
I left you $ 10,000
A
The defendant has induced the plaintiff to act IN reasonable RELIANCE on his representation
A
Payment were discontinued
Interrotti
Defendant was obliged on the basis of…
A
Adequacy
A
Consideration must not have been delivered before a promise is executed
A
Plaintiff announced his intent in advance OF any promise
A
He acted ON his own initiative
A
Change of position in reliance on the promise
A
Bankrupt failed to make the payment
A
There is an actual consideration A PART the past consideration
A
To identify the maker of a promise
A
To evidence the document’s authenticity
A
Mere inadequacy of consideration will not void a contract
A
Consideration even small is sufficient
A
To substitute the parties’evaluation with its own judgement
A
The party are better able than others to evaluate…
A
He is indebited to him
A
The notation that he is not the owner
A
The trial court erred in finding a contract implied in fact
A
A manifestation of intention must be inferred from the fact
A
Ha quasi contract has no references to the intention, it arises from the law of justice and equity
A
He acted at his own risk
A
He is in the best position to prevent the mistake
A
Express (2 s) language
A
Consequential/direct damages
A
The parties agreed ON the amount of damages in case of breach
A
The meaning should be independent from the contractual context
A
To keep good relationship
A
He didn’t conditioned his promise ON a perfect tender
A
The buyer keeps the good beyond a reasonable time for inspection of the good
A
If there is an issue NOT ADDRESSED in that writing you can bring what evidence you need
A
Ambiguous/well defined
A
Promisor must have made the promise in order to INDUCE the promisee to do something IN RETURN
A
No actual bargaining context neither hypothetical: the promisor doesn’t intend to be legally bound
A
Chacellor was initially not bound by former decisions of courts of law (court of equity)
A
Equity court gives an equity right because otherwise the outcome would be unjust
A
The common law originated IN THE XI century In England
A
Equity has the power to trump legal rules by order compelling the defendant to do or not something
A
Procedural theory of contractual obligation v. Substantive theory (if parties have capacity, voluntariness, and are informant… not see the content of a contract)
A
Legal age
A
To ascertain
A
To agree completely and precisely TO all the terms
A
