Chapter 9

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Chapter 9
2015-02-28 17:48:42

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  1. Interpretation of contracts
    When a disagreement of the contract needs a court determination.

    When parties agree interpretation is not necessary.
  2. Rules of interpretation
    In the interpretation of contract terms, handwriting is the best evidence of intention.

    • Handwriting terms
    • control
    • Typed terms
    • control
    • Printed terms/forms
  3. Parole evidence rule
    Is extrinsic evidence. In contracts, the parole evidence rule excludes the introduction of evidence of prior written or oral agreements that lay vary, contradict, alter, or supplement the present written agreement.
  4. Duty of performance
    In contract law the legal obligation of a party to a contract.
  5. Discharge
    In bankruptcy the forgiving of an honest debtors debts. In contract law an act that forgives further performance of a contractual obligation.
  6. Condition precedent
    An event in the law of contracts that must occur before a duty of immediate performance of the promise arises. Contacts often provide that one party must perform before there is a right to performance by the other party.
  7. Condition subsequent
    A fact that will extinguish a duty to make compensation for breach of contract after the breach has occurred.
  8. Express conditions
    Conditions that are explicitly set out in a contract.
  9. Implied conditions
  10. Concurrent condition
    Conditions to a contract that are implied by law rather than by contractual agreement.
  11. Delivery
    The physical transfer of something. In sale-of-goods transactions, delivery is the transfer of goods from the seller to the buyer.
  12. 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.
  13. 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 entitled to the price promised by the other less that party's damages.
  14. Excuses for nonperformance
    • Complete performance of the contract
    • Tendering performance if that tender is rejected.
    • Substantial performance
    • Performance of part of a divisible contract
  15. Impossibility of performance
    A defense to contractual non performance 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.
  16. Commercial impracticability
    A Uniform Commercial Code defense to contractual nonperformance based on happenings that greatly increase the difficulty of performance and that violate the parties' reasonable commercial expectations.
  17. Waiver
    An express or implied relinquishment or a right
  18. Release
    The relinquishment of a right or claim against another party.
  19. Mitigation
    To lesson the consequences of. Usually used to refer to the contractual duty to lesson damages following breach of contract.
  20. Principal
    The person who gives an agent authority.
  21. Agent
    The person who on behalf of a principal deals with a third party.
  22. Independent contractor
    A principal may hire an independent contractor to perform a task.
  23. Third party
    One who enters into a relationship with a principal by way of interacting with the principal's agent.
  24. Actual authority
    The authority a principal expressly or implicitly gives to an agent in an agency relationship. This authority may be written, spoken, or derived from the circumstances of the relationship.
  25. Implied authority
    Status of exemption from lawsuits or other legal obligations.
  26. Apparent authority
    The authority that a third party in an agent relationship perceives to exist between the principal and the agent. In fact, no actual authority close exist.
  27. Trading partnership
    A business organization made up of two or more partners engaged in providing services.
  28. Nontrading partnership
    A business organization made up of two or more partners engaged in buying and selling goods.
  29. Ratification
    What occurs when a principal voluntarily decides to honor an agreement.
  30. Respondent superior
    The doctrine imposing liability on one for torts committed by another person who is in his or her employ and subject to his or her control.
  31. Frolic and detour
    The activity of an agent or an employee who has departed from the scope of the agency ad is not, therefore, a representative of his or her employer.