Week 5

Question 1

Addendum

Answer 1

an item of additional material, typically omissions, added at the end of a book or other publication.

Question 2

Condition Precedent

Answer 2

That which is required to occur before a subsequent things may occur.

Question 3

Conflict of interest

Answer 3

Situation in which a person has a duty or two or more others whose interest conflict with each other’s, such that the person owning the duty cannot act for one without breaching duty to another. Some conflicts can be waived, by disclosing the conflict to all affected parties and obtaining their express consent to proceed notwithstanding the conflict. Certain types of conflict cannot be waived, as a matter of law. Such conflicts are referred to as being “irreducible”

Question 4

DBA

Answer 4

Doing Business As…… is used following the name of the person or legal entity operating a business

Question 5

Deal Memo

Answer 5

Short form of contract, setting forth only the most essential points of agreements with the implied or express intention that will later be replaced by a more comprehensive “long form” contract

Question 6

First Refusal

Answer 6

A contractual agreement which obligates ones party to offer the other party an opportunity to purchase a property prior to offering that property to anyone else, or an opportunity to match an offer made by a thrid party for that property.

Question 7

Forthwith

Answer 7

Immediately. At once. without delay.

Question 8

Full disclosure

Answer 8

Requirements that parties to business transactions tell “whole truth’ to each other.

Question 9

Good Faith

Answer 9

Honest intent to act without talking unfair advantage. In every contracts there is an implied covenant that the parties are acting in good faith with respect to each other.

Question 10

Informed Consent

Answer 10

Agreement to do something or allow something to happen, after having been fully apprised of the possible consequences thereof.

Question 11

Interim

Answer 11

Intervals between two events.

Question 12

Irrevocable

Answer 12

Not capable of being revoked. A permanent commitment which cannot later be retracted or cancelled.`

Question 13

Joint

Answer 13

Referring to property, rights or obligations which are held by two or more persons, with each holding an undivided interest in the whole thereof.

Question 14

Joint and Several

Answer 14

Referring to an obligation or a judgement for which two or more people are each individually liable for the entire obligation, not merely a promotional share

Question 15

Liquidate

Answer 15

To sell the assets of a business converting all of its assets to “liquid” forms

Question 16

Markup

Answer 16

the amount added to the cost price of goods to cover overhead and profit.

Question 17

Negotiable instrument

Answer 17

Any writing which can be exchanged for value (cash) including, but not limited to, checks, promissory notes, bills of exchange,securities, and bonds

Question 18

Novation

Answer 18

New agreement between parties to an earlier contract, which completely supercedes (, replace) all older contracts making them void.

Question 19

Obfuscate

Answer 19

To misdirect, confuse, cloud, or unnecessarily complicate an issue, through words or actions, in order to conceal or convolute the truth of the matter

Question 20

Pari Passu

Answer 20

In equal amounts. Without preference. Distribution to all entitled parties not in proportion to their respective entitlement, but rather in equal sums, dollar for dollar, until each has received their respective payment in full. (C.f “pro rata”) In groups where the percentages are varied due to differing levels of contribution, a Pari Passu agreement- usually up to a certain initial aggregate income - can avoid friction between members, since each initially receives identical amounts

Question 21

Perpetuity

Answer 21

Unending ; forever; without termination

Question 22

Privity

Answer 22

Connection; contract; common relationships or interest between parties

Question 23

Pro Rata

Answer 23

In proportion. apportioned in accordance with percentages of interest or obligation

Question 24

Proffer

Answer 24

To put something forward as an offering, as with proposed evidence, or a proposed payment.

Question 25

Reasonable Care

Answer 25

Degree of caution and concern for the safety of oneself and of other that a normal, prudent and conscientious person would normally be expected to use.

Question 26

Redline

Answer 26

Annotated draft document, showing deletions, addition and changes. Typically, deletions are indicated by a single, red horizontal line drawn through them, with additions shown in boldfaced or other distinguishing type.

Question 27

Redact

Answer 27

Act of editing a document copy by removal (or “Blacking Out”) of proportions thereof, usually to preserve confidentiality, secrecy, or privacy. The edited copy is thereafter referred to as a “redacted document”

Question 28

Rescission

Answer 28

Cancellation of a contract by mutual agreement of the parties, or by court judgement on a case of action for rescission, based upon an alleged legal defect in the formation of that contact.

Question 29

Severability doctrine

Answer 29

refers to a provision in a contract which states that if parts of the contract are held to be illegal or otherwise unenforceable, the remainder of the contract should still apply.

Question 30

Sic

Answer 30

Thus. So. Used, usually in parentheses, to denote that what precedes it is quoted precisely from another source, even through obviously erroneous or misspelled

Question 31

Stipulation

Answer 31

Agreement between parties counsel which is binding upon the parties, usually with respect to procedural or factual issues relating to an action. In some matters, court approval and an order may be necessary, since attorneys cannot, by agreement, usurp the court’s authority to control its own process and calendar.

Question 32

Sum Stipulation

Answer 32

Type of contract in which a specific amount is set forth as the total payment on completion of the agreement.

Question 33

Supersedue

Answer 33

Literally “You shall desist” A court order directed to a lower court, commanding that lower court to stop all further proceedings in a case, pending further order

Question 34

Third Part Beneficiary

Answer 34

Person not party to a contract but who has a beneficial interest in that contract and therefore a lawful right to bring suit in respect to that contract.