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Contract Law Foundations

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Delegation of Duties

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One party to the contract can transfer its duties to perform to another party, but generally remains liable for any breaches.

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Novation

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A three-party agreement where a new party replaces an original party in the contract, releasing the original party from the obligations.

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Injunction

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A court order that legally prevents one of the parties from doing certain acts.

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Form Required by Law

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Some contracts must be in writing or follow a specific form to be enforceable (e.g., real estate transactions, contracts over a certain value).

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Privity of Contract

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Only parties to a contract are bound by it and can enforce its terms.

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Discharge by Agreement

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Parties may mutually decide to end the contract before the obligations are fully performed.

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Quantum Meruit

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A remedy allowing one party to recover the value of services rendered if a contract was partially performed then discharged.

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Consideration

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Consideration is the value exchanged between contracting parties, can be a benefit to one or a detriment to another, and must be legally sufficient.

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Capacity

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Capacity refers to the legal ability of a party to enter into a contract, generally meaning they are of sound mind, not a minor, and not under any disqualification by law.

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Implied Terms

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Terms that are not explicitly stated but are necessary to give effect to the parties' intentions as understood from the contract as a whole.

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Innominate Terms

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Terms that are not clearly a condition or a warranty, where the remedy for breach depends on the nature of the damage caused.

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Discharge by Performance

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A contract is discharged when both parties fulfill their contractual obligations.

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Rescission

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The cancellation of the contract, with the aim to return the parties to their status before the contract.

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Assignment of Rights

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One party can transfer its benefits from the contract to another person, but usually cannot assign the obligations without consent.

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Mitigation of Damages

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The obligation of the injured party to minimize the damages caused by the breach of contract.

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Exclusion Clauses

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Clauses that attempt to exclude or limit the liability for certain breaches of contract.

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Discharge by Breach

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Occurring when one party fails to fulfill their contractual obligations without lawful excuse, allowing the other party to end the contract.

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Remedies for Breach of Contract

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Legal solutions to address a breach, including damages, specific performance, rescission, or injunction.

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Liquidated Damages

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Amounts specified within a contract to be paid in the event of a breach, which must be a reasonable forecast of potential damages.

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Unliquidated Damages

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Damages for breach that were not predetermined by the contract, quantified by the court.

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Offer

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An offer is a clear proposal made by one party (the offeror) to another (the offeree) to enter into a contract, which is capable of acceptance.

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Legality of Object

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The subject matter of the contract must be legal and not against public policy.

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Intent to Create Legal Relations

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Both parties must have the intention to enter into a legally binding agreement.

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Express Terms

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Express terms are specifics the parties explicitly agree to, either orally or in writing, within their contract.

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Discharge by Frustration

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A contract may be discharged if after its formation, events make performance impossible, illegal, or radically different.

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Acceptance

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Acceptance is an unconditional agreement to the terms of the offer, communicated by the offeree to the offeror.

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Mutuality of Obligation

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Both parties in a contract must be bound to perform their obligations, or the law must provide a remedy if one party does not perform.

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Conditions and Warranties

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These are the specific promises within a contract, with a condition being a fundamental term and a warranty being a less central one.

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Specific Performance

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A court order compelling the breaching party to execute the contract, used when damages are not deemed an adequate remedy.

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