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Interpretation of contracts
When a disagreement of the contract needs a court determination.
When parties agree interpretation is not necessary.
Rules of interpretation
In the interpretation of contract terms, handwriting is the best evidence of intention.
- Handwriting terms
- Typed terms
- Printed terms/forms
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.
Duty of performance
In contract law the legal obligation of a party to a contract.
In bankruptcy the forgiving of an honest debtors debts. In contract law an act that forgives further performance of a contractual obligation.
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.
A fact that will extinguish a duty to make compensation for breach of contract after the breach has occurred.
Conditions that are explicitly set out in a contract.
Conditions to a contract that are implied by law rather than by contractual agreement.
The physical transfer of something. In sale-of-goods transactions, delivery is the transfer of goods from the seller to the buyer.
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.
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.
Excuses for nonperformance
- Complete performance of the contract
- Tendering performance if that tender is rejected.
- Substantial performance
- Performance of part of a divisible contract
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.
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.
An express or implied relinquishment or a right
The relinquishment of a right or claim against another party.
To lesson the consequences of. Usually used to refer to the contractual duty to lesson damages following breach of contract.
The person who gives an agent authority.
The person who on behalf of a principal deals with a third party.
A principal may hire an independent contractor to perform a task.
One who enters into a relationship with a principal by way of interacting with the principal's agent.
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.
Status of exemption from lawsuits or other legal obligations.
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.
A business organization made up of two or more partners engaged in providing services.
A business organization made up of two or more partners engaged in buying and selling goods.
What occurs when a principal voluntarily decides to honor an agreement.
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.
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.
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