Business Law Final

Business Law 021 with Reder at Boston College

About this deck

By: Rachel Fagut
Created: 2011-05-09
Size: 107 flashcards
Views: 307

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Bilateral Contract

Agreement under which one promise is given in exchange for another.

Contract

A binding agreement based on the genuine assent of the parties, made for a lawful object, between competent parties, in the form required by law, and generally supported by consideration.

Contracts Under Seal

Contract executed by affixing a seal or making an impression on the paper or on some adhering substance such as wax attached to the document.

Executed Contracts

Agreement that has been completely performed.

Executory Contract

Agreement by which something remains to be done by one or both parties.

Express Contract

Agreement of the parties manifested by their words, whether spoken or written.

Formal Contract

Written contracts or agreements whose formality signifies the parties’ intention to abide by the terms.

Implied Contract

Contract expressed by conduct or implied or deduced from the facts.

Obligee

Promisee who can claim the benefit of the obligation.

Obligor

Promisor.

Offeree

Person to whom the offer is made.

Offeror

Person who makes an offer.

Option Contract

Contract to hold an offer to make a contract open for a fixed period of time.

Privity

Succession or chain of relationship to the same thing or right, such as privity of contract, privity of estate, privity of possession.

Privity of Contract

Relationship between a promisor and the promisee.

Promisee

Person to whom the promise is made.

Promisor

Person who makes a promise.

Quantum Meruit

“As much as deserved;” an action brought for the value of the services rendered the defendant when there was no express contract as to the purchase price.

Quasi Contract

Court-Imposed obligation to prevent unjust enrichment in the absence of a contract.

Recognizance

Obligation entered into before a court to do some act, such as to appear at a later date for a hearing. Also called a contract of record.

Right of First Refusal

Right of a party to meet the terms of a proposed contract before it is executed, such as a real estate purchase agreement.

Unilateral Contracts

Contract under which only one party makes a promise.

Void Agreement

Agreement that cannot be enforced.

Valid Contract

Agreement that is binding and enforceable.

Voidable Contract

Agreement that is otherwise binding and enforceable but may be rejected at the option of one of the parties as the result of specific circumstances.

Informal Contract

Simple oral or written contract.

Acceptance

Unqualified assent to the act or proposal of another; as the acceptance of a draft (bill of exchange), of an offer to make a contract, of goods delivered by the seller, or of a gift or deed.

Counteroffer

Proposal by an offeree to the offeror that changes the terms of, and thus rejects, the original offer.

Divisible Contract

Agreement consisting of two or more parts, each calling for corresponding performances of each part by the parties.

Firm Offer

Offer stated to be held open for a specified time. Which must be so held in some states even in the absence of an option contract, or under the UCC, with respect to merchants.

Offer

Expression of an offeror’s willingness to enter into a contractual agreement.

Output Contract

Contract of a producer to sell its entire production or output to a buyer.

Requirements Contract

Contract in which the buyer buys its needs (requirements) from the seller.

Cancellation Provision

Crossing out of a part of an instrument or a destruction of all legal effect of the instrument, whether by act of party, upon breach by the other party or pursuant to agreement or decree of court.

Composition of Creditors

Agreement among creditors that each shall accept a partial payment as full payment in consideration of the other creditors doing the same.

Consideration

Promise or performance that the promisor demands as the price of the promise.

Forbearance

Refraining from doing an act.

Illusory Promise

Promise that in fact does not impose any obligation on the promisor.

Past Consideration

Something that has been performed in the past and which therefore, cannot be consideration for a promise made in the present.

Promissory Estoppel

Doctrine that a promise will be enforced although it is not supported by consideration when the promisor should have reasonably expected that the promise would induce action or forbearance of a definite and substantial character on the part of the promised and injustice can be avoided only by enforcement of the promise.

Accord and Satisfaction

Agreement to substitute for an existing debt some alternative form of discharging that debt, coupled with the actual discharge of the debt by the substituted performance.

Bankruptcy

Procedure by which one unable to pay debts may surrender all assets in excess of any exemption claim to the court for administration and distribution to creditors, and the debtor is given a discharge that releases him from the unpaid balance due on most debts.

Condition Precedent

Event that if unsatisfied would mean that no rights would arise under a contract.

Condition Subsequent

Event whose occurrence or lack thereof terminates a contract.

Condition

Stipulation or prerequisite in a contract, will, or other instrument.

Operation of Law

Attaching of certain consequences to certain facts because of legal principles that operate automatically as contrasted with consequences that arise because of the voluntary action of a party designed to create those consequences.

Rescission

Action of one party to a contract to set the contract aside when the other party is guilty of a breach of the contrast.

Statute of Limitations

Statute that restricts the period of time within which an action may be brought.

Substantial Performance

Equitable rule that if a good-faith attempt to perform does not precisely meet the terms of the agreement, the agreement will still be considered complete if the essential purpose of the contract is accomplished.

Tender

Goods have arrived, are available for pickup, and buyer is notified.

Anticipatory Breach

Promisor’s repudiation of the contract prior to the time that the performance is required when such repudiation is accepted by the promisee as a breach of the contract.

Anticipitory Repudiation

Promisor’s repudiation made in advance of the time for performance of the contract obligations.

Breach

Failure to act or perform in the manner called for in a contract.

Compensatory Damages

Sum of money that will compensate an injured plaintiff for actual loss.

Consequential Damages

Damages the buyer experiences as a result of the seller’s breach with respect to a third party; also called special damages

Direct Damages

Losses that are caused by a breach of contract.

Exculpatory Clause

Provision in a contract stating that one of the parties is not liable for damages in case of breach; also called limitation of liability clause.

Injunction

Order of a court of equity to refrain from doing (negative injunction) or to do (affirmative or mandatory injunction) a specified act.

Limitation of Liability Clause

Provision in a contract stating that one of the parties shall not be liable for damages in a case of breach; also called an exculpatory clause.

Liquidated Damages

Damages established in advance of breach as an alternative to establishing compensatory damages at the time of the breach.

Nominal Damages

Nominal sum awarded the plaintiff in order to establish that legal rights have been violated although the plaintiff in fact has not sustained any actual loss or damages.

Punitive Damages

Damages, in excess of those required to compensate the plaintiff for the wrong done, that are imposed in order to punish the defendant because of the particularly wanton or willful character of wrongdoings; also called exemplary damages.

Remedies

Action or procedure that is followed in order to enforce a right or to obtain damages for injury to a right.

Reservation of Rights

Assertion by a party to a contract that even though a tendered performance (e.g., a defective product) is accepted, the right to damages for nonconformity to the contract is reserved.

Specific Performances

Action brought to compel the adverse party to perform a contract on the theory that merely suing for damages for its breach will not be an adequate remedy.

Valid

Legal.

Waiver

Release or relinquishment of a known right or objection.

Board of Directors

A group of people, elected by stockholders, to establish corporate policies, and make management decisions

Business Judgement Rule (BJR)

Rule that allows management immunity from liability for corporate acts where there is a reasonable indication that the acts were made in good faith with due care.

Corporate Opportunities

the legal principle providing that directors, officers, and controlling shareholders of a corporation must not take for themselves any business opportunity that could benefit the corporation.The corporate opportunity doctrine is one application of the fiduciary duty of loyalty.

Duty of Loyalty

a term used in corporate law to describe a fiduciaries' "conflicts of interest and requires fiduciaries to put the corporation's interests ahead of their own. Corporate fiduciaries breach their duty of loyalty when they divert corporate assets, opportunities, or information for personal gain."

Fiduciary Duties

The term fiduciary is defined as of relating to or involving a confidence of trust. Fiduciary duties are determined by state law and generally include: confidentially, undivided loyalty, obedience, reasonable care and diligence, full disclosure, and accounting.

Quorum

Minimum number of persons, shares represented, or directors who must be present at a meeting in order to lawfully transact business.

Absolute Privilege

Complete defense against the tort of defamation, as in the speeches of members of Congress on the floor and witnesses in a trial.

Contract Interference

Tort in which a third party interferes with others’ freedom to contract.

Defamation/Contributory Negligence

Negligence of the plaintiff that contributes to injury at Common Law bars recovery from the defendant although the defendant may have been more negligent then the plaintiff.

False Imprisonment

Intentional detention of a person without that person’s consent; called the shopkeeper’s tort when shoplifters are unlawfully detained.

Intentional Torts

Civil wrong that results from intentional conduct.

Invasion of Privacy

Tort of intentional intrusion into the private affairs of another.

Libel

Written or visual defamation without legal justification.

Malpractice/Negligence

When services are not properly rendered in accordance with commonly accepted standards; negligence by a professional in performing his or her skill.

Product Disparagement

False statements made about a product or business.

Qualified Privilege

Media privilege to print inaccurate information without liability for defamation, so long as a retraction is printed and there was no malice.

Shopkeeper's Privilege

Right of a store owner to detain a suspected shoplifter based on reasonable cause and for a reasonable time without resulting liability for false imprisonment.

Slander of Title

Malicious making of false statements as to a seller’s title.

Slander

Defamation of character by spoken words or gestures.

Strict Liability

Civil wrong for which there is absolute liability because of the inherent danger in the underlying activity, for example, the use of explosives.

Tort

Civil wrong that interferes with one’s property of person.

Trade Libel

Written defamation about a product of service.

Trespass

An unauthorized action with respect to person or property.

Intentional Infliction of Emotion Distress

Tort that produces mental anguish caused by conduct that exceeds all bounds of decency.

Conspiracy

Agreement between two or more persons to commit an unlawful act.

Foreign Corrupt Practices Act

Federal Law that makes it a felony to influence decision makers in other countries for the purpose of obtaining business, such as contracts for sales and services; also imposes financial reporting requirements on certain US corporations.

Economic Espionage Act

Federal law that makes it a felony to copy, download, transmit, or in any way transfer proprietary files, documents, and information from a computer to an unauthorized person.

Forth Amendment

Privacy protection in the US Constitution; prohibits unauthorized searches and seizures.

Fifth Amendment

Constitutional Protection against self-incrimination; also guarantees due process.

Sarbanes-Oxley Act

legislation enacted in response to the high-profile Enron and WorldCom financial scandals to protect shareholders and the general public from accounting errors and fraudulent practices in the enterprise.

Marshall v. Gipson Steel, Inc.,

The decision of the trial courts was reversed. The courts held in favor of the Marshall Brothers. The sale, distribution, and marketing of “The Marshall Program” are legal.

Warner Bros. Entertainment, Inc & J.K. Rowling v RDR Books

The court issues a permanent injunction, as the Lexicon appropriates too much of Rowling’s creative work for its purpose as a reference guide.

Microsoft Corp. v. Lindows.com, Inc.

Lindows.com has presented sufficient evidence to rebut the presumption of validity of the Windows mark (as a descriptive trademark), thus the Court denies the motion for a preliminary injunction.

NetJumper LLC v. Google Inc.

Google could not provide sufficient evidence that NetJumper’s toolbar is used in the exact same way, for the same purpose, and with the same technology as CyberPilot’s. NetJumper identified many significant distinctions provided by its experts. Thus, Google’s claims of invalidity in its motion for summary judgment are rejected.

McCarthy v. Tobin

McCarthy’s right to specific performance is unaltered by Tobin’s execution of a purchase and sale agreement with the DiMinicos. The judgment is vacated. The case is remanded to the Superior Court for the entry of a judgment in favor of McCarthy’s claim for specific performance.

Clemens v McNamee

The Court decided that McNamee’s statements were to be protected under Rule 56. According to this rule, statements made to government agencies as a part of ongoing proceedings are entitled to absolute immunity.

Palsgraf v Long Island Ry. Co.

The railroad is not liable for the injuries that Helen Palsgraf incurred from the parcel.

United States v. Park

Park was not found guilty for holding personal responsibility in the matter regarding the infestation, rather, he had attempted to address the problem, yet failed.

About this deck

By: Rachel Fagut
Created: 2011-05-09
Size: 107 flashcards
Views: 307

About StudyBlue

“I have used this website for three exams, and I see a huge difference in my test results.”
Naj