Business Law 210 Exam 2 Terms -Unit 5(2 of 3)

  1. Anticipatory Repudiation
    An assertion or action by a party indicating that he or she will not perform an obligation that the party is contractually obligated to perform at a future time.
  2. Assignee
    The person to whom contract rights are assigned.
  3. Assignment
    The act of transferring to another all or part of one�s rights arising under a contract.
  4. Assignor
    The person who assigns contract rights.
  5. Breach of Contract
    "The failure, without legal excuse, of a promisor to perform the obligations of a contract."
  6. Commercial impracticability
    "A doctrine under which a seller may be excused from performing a contract when (1) a contingency occurs, (2) the contingency�s occurrence makes performance impracticable, and (3) the nonoccurrence of the contingency was a basic assumption on which the contract was made. Despite the fact that UCC 2�615 expressly frees only sellers under this doctrine, courts have not distinguished between buyers and sellers in applying it."
  7. Condition precedent
    A condition in a contract that must be met before a party�s promise becomes absolute.
  8. Condition subsequent
    A condition in a contract that operates to terminate a party�s absolute promise to perform.
  9. Consequential damages
    "Special damages that compensate for a loss that is not direct or immediate (for example, lost profits). The special damages must have been reasonably foreseeable at the time the breach or injury occurred in order for the plaintiff to collect them."
  10. Delegatee
    "One to whom contract duties are delegated by another, called the delegator."
  11. Delegation
    The transfer of a contractual duty to a third party. The party delegating the duty (the delegator) to the third party (the delegatee) is still obliged to perform on the contract should the delegatee fail to perform.
  12. Delegator
    "One who delegates his or her duties under a contract to another, called the delegatee."
  13. Discharge
    "The termination of an obligation. (1) In contract law, discharge occurs when the parties have fully performed their contractual obligations or when events, conduct of the parties, or operation of the law releases the parties from performance. (2) In bankruptcy proceedings, the extinction of the debtor�s dischargeable debts."
  14. Election of Remedies
    "When a nonbreaching party has several remedies available. When the remedies are inconsistent with one another, the common law of contracts requires the party to choose which remedy to pursue"
  15. Frustration of purpose
    A court�created doctrine under which a party to a contract will be relieved of his or her duty to perform when the objective purpose for performance no longer exists (due to reasons beyond that party�s control).
  16. Impossibility of performance
    A doctrine under which a party to a contract is relieved of his or her duty to perform when performance becomes impossible or totally impracticable (through no fault of either party). Also known as Implied contract.
  17. Incidental beneficiary
    A third party who incidentally benefits from a contract but whose benefit was not the reason the contract was formed; an incidental beneficiary has no rights in a contract and cannot sue to have the contract enforced.
  18. Incidental damages
    Expenses that are caused directly by a breach of contract.
  19. Integrated contract
    "A written contract that constitutes the final expression of the parties� agreement. If a contract is integrated, evidence extraneous to the contract that contradicts or alters the meaning of the contract in any way is inadmissible."
  20. Intended beneficiary
    A third party for whose benefit a contract is formed; an intended beneficiary can sue the promisor if such a contract is breached.
  21. Liquidated damages
    "An amount, stipulated in the contract, that the parties to a contract believe to be a reasonable estimation of the damages that will occur in the event of a breach."
  22. Material Breach
    A breach of contract (nonperformance of a contractual duty) when performance is not at least substantial. The nonbreaching party is then excused from performance of contractual duties and can sue for damages resulting from the breach.
  23. Mitigation of damages
    A rule requiring a plaintiff to have done whatever was reasonable to minimize the damages caused by the defendant.
  24. Mutual rescission
    "An agreement between the parties to cancel their contract, releasing the parties from further obligations under the contract. The object of the agreement is to restore the parties to the positions they would have occupied had no contract ever been formed."
  25. Nominal damages
    A small monetary award (often one dollar) granted to a plaintiff when no actual damage was suffered or when the plaintiff is unable to show such loss with sufficient certainty.
  26. Novation
    "The substitution, by agreement, of a new contract for an old one, with the rights under the old one being terminated. Typically, there is a substitution of a new person who is responsible for the contract and the removal of an original party�s rights and duties under the contract."
  27. Obligee
    One to whom an obligation is owed.
  28. Obligor
    One that owes an obligation to another.
  29. One-year Rule
    "Contracts that cannot, by their own terms, be performed within one year from the day after the contract is formed must be in writing to be enforcebale. The key in determining this is whether performance is possible within one year and not whether the agreement is likely to be performed within one year. "
  30. Parol evidence rule
    "A substantive rule of contracts under which a court will not receive into evidence the parties� prior negotiations, prior agreements, or contemporaneous oral agreements if that evidence contradicts or varies the terms of the parties� written contract."
  31. Partial Performance
    An exception to the statute of frauds. A court may grant specific performance (performance of the contract according to its precise terms) of an oral contract to transfer an interest in land when the contract has been partially performed.
  32. Performance
    "In contract law, the fulfillment of one�s duties arising under a contract with another; the normal way of discharging one�s contractual obligations."
  33. Prenuptial agreement
    An agreement made before marriage that defines each partner�s ownership rights in the other partner�s property. Prenuptial agreements must be in writing to be enforceable.
  34. Privity of contract
    The relationship that exists between the promisor and the promisee of a contract.
  35. Reformation
    A court�ordered correction of a written contract so that it reflects the true intentions of the parties.
  36. Restitution
    "An equitable remedy under which a person is restored to his or her original position prior to loss or injury, or placed in the position he or she would have been in had the breach not occurred."
  37. Specific performance
    "An equitable remedy requiring the breaching party to perform as promised under the contract; usually granted only when money damages would be an inadequate remedy and the subject matter of the contract is unique (for example, real property)."
  38. Statute of frauds
    A state statute under which certain types of contracts must be in writing to be enforceable.
  39. Substantial Performance
    A party who in good faith performs substantially all of the terms of a contract can enforce the contract against the other party.
  40. Tender
    "An unconditional offer to perform an obligation by a person who is ready, willing, and able to do so."
  41. Third party Beneficiary
    One for whose benefit a promise is made in a contract but who is not a party to the contract.
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Business Law 210 Exam 2 Terms -Unit 5(2 of 3)
Business Law 210 Exam 2 Terms -Unit 5(2 of 3)