CONTRACT RULE STATEMENTS
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ACCEPTANCE (CONTRACTS-COMMON LAW)
Under the common law MIRROR IMAGE RULE an acceptance is an unequivocal assent to an offer, communicated to the offeror and it can be implied by silent commencement of performance known to the offeror. A response that is equivocal or contains varying terms is a REJECTION AND COUNTER OFFER and not an effective acceptance. An offer must be accepted within a reasonble period. (see OFFER, LAPSE.)
Under UCC 2-206 an acceptance of an offer not other wise conditioned may be made in any REASONBLE MANNER, including a promise to ship or shipment of either conforming or non-conforming goods, but a shipment of NON-CONFORMING goods as an EXPRESS ACCOMODATION is not an acceptance. UCC 2-207 allows an acceptance containing varying terms to be effective.
ACCORD AND SATISFACTION (CONTRACTS/UCC 3-311)
An ACCORD AND SATISFACTION is a binding agreement settling a raesonble, good faith dispute over the terms and/or performance of a contract. Further, under UCC 3-311 the good faith tender and acceptance of an instrument as "full satisfaction" of any claim that is unliquidated or the subject of a bona fide dispute is genrally binding, subject to certain statutory limitations and exceptions.
ADHESION CONTRACT (CONTRACTS)
An adhesion contract is a "take it or leave it" offer that courts will not enforce if there is a lack of reasonble contractual intent on the part of the offeree. (see UNCONSCIONABLE CONTRACT.)
ANTICIPATORY BREACH (CONTRACTS)
An anticipatory breach is a clear statement of intent by a party to a contract, prior to the time performance is due,that they will not perform when perfomrance is due. An anticipatory breach is a MAJOR breach (see BREACH) that excuses the non-breaching party from performance and accelerates the breaching party's duty of performance to the immediate unless the non-breaching party WAIVES the breach by letting the breaching party continue perfomrance. (compare to REASONBLE ASSURANCES.)
An assignment is the transfer of contractual rights from the promiseee/assignor to the assignee based on a clear statement of intent by the promisee. The assignment becomes effective when the promisor is given notice of the assignment. Once the assignment is effective the promisor has a duty to deliver the benefits of the contract (pay) directly to the assignee and the rights of the orginal promisee/assignor are extinguished. The promisee/assignor has secondary liability to the assignee if the assignment is in exchange for consideration. (see DELEGATION.)
BATTLE OF THE FORMS (CONTRACTS)
The term "battle of the forms" is used to describe a situation in which a buyer and seller haggle over which party's written contract forms are to be used because each is trying to position themselves as the OFFEROR to get favorable contract terms.
BREACH (CONTRACTS-COMMON LAW)
A contract breach is a failure to perform a contractual duty that is currently due to be perfomred. It can be MAJOR or MINOR. A MAJOR breach is one that is substantially deprvies the non-breaching party of the EXPECTED BENEFIT OF THE BARGAIN (which see.) A major breach excuses the non-breaching party from all contractual duties and waives conditions on other contractual duties of the breaching party accelerating them to become present duties. A breach is MINOR if the breaching party has SUBSTANTIALLY PERFORMED (which see). A minor breach entitles the non-breaching party to compensation in the form of an OFFSET FOR DAMAGES suffered, but it does not excuse the non-breaching party from performance or accelerate performance by the breaching party. Under the PERFECT TENDER RULE of the UCC any non-conforming shipment is a breach, and there is no distinction between "major" and "minor" breaches.
The "case-in-chief" is the evidence and legal argument presented to the finder of fact (judge or jury) by a moving party (prosecutor or plaintiffs bringing actions in court). The moving parties have the burden of presenting admissible evidence to prove each and every required legal element their stated causes of action (e.g. that the defendant committed battery). While the moving parties are presenting their case-in-chief the only defense arguements allowed are PASSIVE DEFENSES that the evidence presented by the moving parties is insufficient. After the moving parties have presented their case-in-chief they "rest" and the defendants are given an opportunity to present their "defense case-in-chief". That is the only time the defendants can claim and present evidence to support AFFIRMATIVE DEFENSES (e.g. that they acted in self-defense).
CAUSE OF ACTION (CONTRACTS/TORS/CRIMES)
A cause of action is a commplaint cited by a moving party bringing an action in court against a defendant (e.g. allegations of breach of contract, murder, negligences, etc.).
CONDITION CONCURRENT (CONTRACTS)
A condition concurrent is a condition that must be satisfied at the same time a contractual duty to perform ripens. This is rare and effectively means both parties to a contract must perform contractual duties at the same time and neither has any duty to perform unless the other party simultaneously tenders perfomance. (see CONDITION PRECEDENT, CONDITION SUBSEQUENT).
CONDITION PRECEDENT (CONTRACTS)
A condition precedent is a condition that must be satisfied before a contractual duty to perform ripens. This is very common and menas that there is no contractual to perform until the condition is satisfied. (see CONDTION CONCURRENT, CONDITION SUBSEQUENT).
CONDITION SUBSEQUENT (CONTRACTS)
A condition subsequent is a condition that must be satisfied while a contractual duty to perform exists, and if the condition fails the ripened duty to perform is excused. (see CONDITION CONCURRENT, CONDITION PRECEDENT).
CONSEQUENTIAL DAMAGES (CONTRACTS)
Consequential damges are lost profits expected from collateral contracts that fail because a contract is breached. Under Hadley v. Baxendale consequential damages will only be awarded, absent express contract provisions otherwise, if the damages 1) were CONTEMPLATED by (known to) the breaching party at the time the contract was executed, 2) can be measured with CERTAINTY, 3) were CLEARLY CAUSED by the breach and 4) COULD NOT BE AVOIDED by the non-breaching party.
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