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