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Basic Contract Law Terminology
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Capacity
The legal ability to enter into a contract, typically requiring parties to be of a certain age and sound mind.
Statute of Frauds
A legal principle that requires certain types of contracts to be in writing to be enforceable.
Rescission
The cancellation of a contract by a court, with the parties being restored to their respective positions prior to the contract being formed.
Mutuality
A mutual obligation on the contracting parties; both must be bound to perform their obligations.
Executory Contract
A contract under which one or more parties have not yet completed performance.
Parol Evidence Rule
A rule preventing the introduction of evidence of prior or contemporaneous negotiations that contradict the written agreement.
Frustration of Purpose
When an unforeseen event undermines the fundamental reason for entering into a contract, both parties may be released from their obligations.
Offer
A proposal by one party to another to enter into a legally binding agreement.
Consideration
Something of value exchanged between parties that is necessary for a contract to be enforceable.
Implied Contract
A contract formed by the conduct of the parties rather than written or spoken words.
Assignment
The transfer of contractual rights by a party to another party who was not originally in the contract.
Unenforceable Contract
A contract that cannot be enforced due to a technical defect.
Breach of Contract
A failure by one of the parties to fulfill their obligations as specified in the contract.
Express Contract
A contract in which the terms are stated explicitly, usually in writing or verbally.
Void Contract
A contract that is not legally enforceable from its inception.
Novation
The substitution of a new contract in place of an old one, with a new party replacing an original party.
Accord and Satisfaction
An agreement between the parties to accept performance different from what was originally agreed upon in the contract, followed by the performance of the new obligation.
Consequential Damages
Damages that can be proven to have occurred because of the failure of one party to meet a contractual obligation.
Reformation
A court-ordered correction or modification of a contract to reflect what the parties actually intended.
Acceptance
An expression of assent to the terms of an offer; must be unequivocal and communicated to the offeror.
Duress
Improper threat or use of force to coerce a party into a contract, making it voidable.
Injunction
A court order compelling a party to do or refrain from specific acts.
Undue Influence
Unfair manipulation of another party into signing a contract, exploiting a position of power.
Executed Contract
A contract in which both parties have fulfilled their respective duties.
Mitigation of Damages
The duty of a party who has been injured by a breach to take reasonable steps to minimize their damages.
Voidable Contract
A valid contract that can be legally avoided or set aside by one of the parties.
Liquidated Damages
An amount of money agreed upon by both parties to a contract that one will pay to the other upon breaching.
Specific Performance
A legal remedy in which a court orders the breaching party to perform the contract, typically in cases where money damages are inadequate.
Delegation
The transfer of contractual obligations by a party to another party to perform the duties agreed upon in the contract.
Impossibility
A defense to a breach of contract claim where performance is objectively impossible due to external circumstances.
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