Chapter 9: Contractual Performance and Breach

  1. Assignee
    A third party, who is not an original contracting party, to whom contractual rights or duties or both are transferred. This party may enforce the original contract
  2. Assignment
    A transfer of contractual rights
  3. Assignor
    An original contracting party who assigns or transfers contractual rights or duties or both to a third party
  4. Commercial impracticability
    A UCC code defense to contractual nonperformance based on the happenings that greatly increase the difficulties of performance and that violate the parties reasonable commercial expectations
  5. Concurrent condition
    Mutual conditions under which each party's contractual performance is triggered by the other party's tendering (offering) performance
  6. Condition precedent
    An even in the law of contracts that must occur before duty of immediate performance of the promise arises. Contracts often provide that one party must perform before there is a right to performance by the other party. For example, completion of a job is often a condition precedent to payment for that job. One contracting party's failure to perform a conditon precedent permits the other party to refuse to perform, cancel the contract, and sue for damages
  7. Condition subsequent
    A fact that will extinguish a duty to make compensation for breach of contract after the breach has occured
  8. Delivery
    The physical transfer of something. In sale-of-goods transactions, delivery is the tranfser of goods from the seller to the buyer
  9. Discharge
    In bankruptcy the forgiving of an honest debtor's debts. In contract law an act that forgives further perform-ace of contractual obligation
  10. Duty of performance
    In contract law the legal obligation of a party to a contract
  11. Express conditions
    Conditions that are explicitly set out in a contract
  12. Impossibility of performance
    A defense to contractual nonperformance based on special circumstances that render the performance illegal, physically impossible, or so difficult as to violate every reasonable expectation the parties have regarding performance
  13. Implied conditions
    Conditions to a contract that are implied by the law rather than contractual agreement
  14. Novation
    The substitution of a new contract in place of an old one
  15. Parol evidence rule
    Legal proof based on oral statement; with regard to a document, any evidence extrinsic to the document itself
  16. Release
    The relinquishment of a right or claim against another party
  17. Substantial performance
    Degree of performance recognizing that a contracting party has honestly attempted to perform but has fallen short. One who has substantially performed is entitles to the price promised by the other less that party's damages.
  18. Tender performance
    The offer by one contracting party to perform a promise; usually associated with the offer to pay for or to ship items under the contract
  19. Third party benficiary
    Persons who are recognizied as having enforceable rights created for them by a contract to which they are not parties and for which they have given no consideration
  20. Waiver
    An express or implied relinquishment of a right
Card Set
Chapter 9: Contractual Performance and Breach
Legal and Regulatory Environment of Business