Contract Law

Agreeing to the exact terms of an offer, creating a binding contract.

Accepting a contract by doing nothing when the other party expects a response.

Accepting a contract by actually doing what was requested rather than saying yes.

An agreement to settle a dispute by accepting different performance than originally promised.

An agreement to settle a dispute by accepting something different from the original contract.

A natural event beyond human control that excuses contract performance.

Failure to perform a contract duty on or after the date performance is due.

The real state of something at a specific moment in time.

Completing all the obligations required under a contract exactly as promised.

A contract section stating the maximum amount of damages one party can claim.

Whether the value exchanged in a contract is fair or sufficient in the eyes of the law.

A take-it-or-leave-it agreement where one party has much more power to set the terms.

A public notice or display offering goods or services for sale.

A party's decision to keep a contract or agreement even after discovering a reason to cancel it.

Methods of resolving disputes outside traditional court litigation, such as arbitration, mediation, or negotiation.

Unclear or multiple reasonable interpretations of contract language.

A formal, written change to a contract or legal document.

A party's clear statement or action showing they won't perform their contract duties before the due date.

One party clearly indicates before performance is due that it will not fulfill its contract obligations.

A private dispute resolution process where an impartial third party (arbitrator) hears evidence and makes a binding decision instead of going to court.

A contract provision requiring disputes to be resolved by a private arbitrator instead of court.

The section of the UCC that governs the sale of goods between merchants and non-merchants.

A party's agreement to the terms of a contract.

Transferring your contract rights to someone else.

The transfer of a contractual right from one party to another, making the new party the beneficiary.

A contract provision stating that the losing party must pay the winning party's legal costs if a dispute arises.

An exchange where each party gives something of value in return for something else of value.

A mutual agreement where each party gives something of value in return for something from the other.

A situation where two parties exchange different written contract terms and disagree about which terms control.

Something of value a party receives or gains from a contract.

A contract where both parties make binding promises to each other.

Standard, pre-written contract language used repeatedly in many agreements without customization.

Standard, repetitive contract language used in many agreements without customization.

A failure to do what a contract requires, such as not paying or not delivering.

Failure to do what a contract requires, without a valid legal excuse.

Failing to fulfill a promise or guarantee made about a product or service.

The legal and mental ability to enter into a binding contract.

A contract provision stating which state's or country's laws will govern the interpretation and enforcement of the agreement.

A separate side agreement made alongside the main contract, often oral or informal.

Money paid to reimburse a party for actual losses directly caused by a breach or wrongdoing.

Contract obligations that must be performed at the same time by both parties.

An event that must happen (or not happen) for a contract obligation to take effect.

Mutual promises in a contract that must be performed at the same time by both parties.

An event that must happen before a party's obligation to perform becomes due.

An event that, if it occurs, ends or excuses performance under a contract.

An acceptance that adds new terms or conditions, which may be treated as a rejection and counter-offer.

An event that must happen before a party's obligation under a contract kicks in.

An event that, if it happens, ends a party's obligation or allows them to cancel the contract.

A contract provision requiring parties to keep certain information secret and not disclose it to outsiders.

Money awarded for indirect losses that result from a breach but are not the direct consequence of it.

A clause in which parties agree not to claim indirect losses (like lost profits) resulting from a breach.

Something of value exchanged by each party to make a contract binding.

A replacement for the usual exchange of value needed to make a contract binding.

A requirement implied by law that must be satisfied before a party's duty to perform arises.

Ambiguous contract language is interpreted against the party who wrote it.

A legally binding agreement between two or more parties to do or not do something.

The process by which parties create a legally binding agreement.

The process of determining what a contract's words and terms actually mean.

A mutual agreement between parties to change the terms of an existing contract.

A take-it-or-leave-it agreement where one party has no meaningful chance to negotiate the terms.

The parties' mutual intention to be legally bound by their agreement.

A deadline for filing a lawsuit that the parties themselves agree to in their contract, often shorter than the legal statute of limitations.

A response to an offer that changes one or more terms instead of accepting the original offer.

The pattern of past transactions between the same parties, used to interpret current contract terms.

How the parties have actually carried out the contract in practice, which can clarify ambiguous terms.

A binding promise in a contract to do or not do something.

A third party who benefits from a contract because it pays off their debt.

Money awarded by a court to compensate a party for losses caused by a breach or wrongdoing.

The process of determining how much money a harmed party should receive for a breach.

A contract limit on the maximum amount one party can recover in damages if the other party breaches.

Handing off your contract duties to someone else to perform.

Assigning your contractual responsibilities to another person.

Something a party gives up or agrees to do as part of a contract exchange.

A party's legal right to reject or cancel a contract, typically available to minors.

The release of a party from their contractual obligations.

The release of both parties from their contractual obligations.

A statement that removes or limits the automatic guarantees a seller would otherwise provide.

The process and methods parties use to settle disagreements arising from a contract.

A contract is excused when unforeseen events make its purpose impossible to achieve.

A party is excused from contract performance when it becomes physically or legally impossible.

Performance is excused when it becomes extremely difficult or expensive due to unforeseen events.

A contract may be voided or reformed when both parties made a fundamental error about key facts.

A contract may be modified or excused when circumstances change dramatically after signing.

A third party who receives the benefit of a contract as a gift.

Forcing someone to sign a contract through threats or coercion.

Federal law allowing electronic signatures to have the same legal effect as handwritten ones.

When specific items are listed followed by general words, the general words apply only to items of the same kind.

The legal ability to compel someone to follow through on a contract's terms in court.

A clause stating that the written contract contains the complete and final agreement between the parties.

A contract provision stating that the written agreement is the complete and final deal between parties.

A court remedy other than money, like ordering someone to do or stop doing something.

Court-ordered solutions (like injunctions or specific performance) that go beyond simply awarding money.

A legal rule preventing someone from contradicting their own prior actions or words.

A contract provision requiring one or both parties to deal exclusively with each other and not with competitors.

A legal reason why someone doesn't have to perform their contract obligations.

A contract in which both parties have fully performed all their obligations.

A contract where both parties have fully performed all their obligations.

A contract in which one or both parties still have duties to perform in the future.

A contract where one or both parties still have obligations to perform in the future.

Money awarded to put a party in the position they would have been in if the contract had been fully performed.

A requirement clearly stated in a contract that must happen for obligations to arise.

Conditions that the parties explicitly state in a contract.

A contract where the parties clearly state all terms, either in writing or orally.

A clear, direct promise about a product's quality, performance, or characteristics.

The requirement to act reasonably and honestly in commercial dealings and contract performance.

A written promise by a merchant to keep an offer open for a set time, which can't be revoked.

An unforeseeable, uncontrollable event that excuses contract performance.

An unforeseeable, uncontrollable event that prevents contract performance.

A standardized contract with pre-written terms that one party offers on a take-it-or-leave-it basis.

A contract that requires specific formalities, such as a seal, notarization, or written form, to be enforceable.

A contract provision specifying which court or jurisdiction will hear any disputes between the parties.

Intentional deception or misrepresentation made to trick someone into entering a contract or deal.

A deliberate false statement made with intent to deceive and cause harm.

An unforeseen event makes contract performance impossible or radically different from what was intended.

An unforeseen event destroys the main reason for making the contract, even though performance is still possible.

An obligation to act honestly and fairly in performing or enforcing a contract.

A legal duty to act honestly and fairly when making and performing contracts.

Tangible, movable items that can be bought, sold, or leased under the UCC.

The state or jurisdiction whose laws will interpret and enforce a contract.

A promise to give something or do something without receiving anything of value in return.

A contract clause in which one party agrees to protect the other from legal liability and financial loss.

A contract whose purpose or performance violates the law.

A promise that appears binding but actually gives one party the power to escape it.

A requirement not written in a contract but understood to be part of the deal.

Conditions that courts infer must be met even though the parties did not state them.

A contract where the parties' intent to be bound is shown by conduct rather than explicit words.

An unwritten promise in every contract that parties will act honestly and fairly toward each other.

An unspoken legal guarantee that a product is fit for its ordinary purpose and of acceptable quality.

A guarantee that goods will work for a specific purpose the buyer told the seller about.

An automatic guarantee that goods sold by a merchant are fit for their ordinary purpose.

A contract inferred from the parties' conduct and the circumstances of their dealings.

A court-imposed obligation to prevent unjust enrichment when no actual contract exists.

A situation where performance of a contract becomes physically or legally impossible after the contract is made.

A situation where performing a contract becomes impossible through no party's fault.

Performance remains theoretically possible but becomes so difficult or expensive that it's unreasonably burdensome.

A legal excuse when unforeseen circumstances make contract performance extremely difficult or expensive.

A third party who benefits from a contract by accident, not by the parties' intent.

Extra costs directly caused by a breach, like shipping or storage fees.

A promise to compensate someone for losses, damages, or legal costs they suffer.

A contract provision requiring one party to compensate the other for losses, damages, or legal costs arising from specified events.

A contract that does not require special formalities and can be binding even if made orally or casually.

A court order telling someone to stop doing something or start doing something.

A false statement made honestly, without knowledge of its falsity or negligence.

A written contract that the parties intend as the complete and final statement of their deal.

A person who is not a party to a contract but has the right to enforce it because the parties meant to benefit them.

Being under the influence of alcohol or drugs in a way that impairs judgment and contract capacity.

A request or display that invites others to make an offer, not an offer itself.

A display or communication inviting others to make an offer, not itself an offer.

The legal authority of a court to hear and decide a case.

An offer that expires because a deadline passes or too much time has gone by.

An offer that expires because too much time has passed or a condition fails.

The legal and mental ability to enter into a binding contract.

A loss, burden, or obligation undertaken by one party in exchange for a benefit from the other.

Something of worth in the eyes of the law that can support a binding contract.

The requirement that a contract's purpose must be lawful and not forbidden by law.

The requirement that a contract's purpose and subject matter must be legal and not against public policy.

A contract must involve a legal purpose; agreements to do illegal things are void.

A contract clause capping the damages one party can recover if things go wrong.

A fixed amount both parties agree in advance the breaching party must pay.

A contract provision that sets a fixed amount of money owed if one party breaches, instead of leaving damages to be calculated later.

Federal law requiring clear warranty disclosures and limiting warranty disclaimers for consumer products.

An offer is accepted the moment the acceptance is mailed, not when received.

A significant change to a contract or document that affects its meaning or enforceability.

A significant failure to perform a contract obligation that defeats its core purpose.

A fact that significantly affects a party's rights, obligations, or decision-making in a contract.

Whether a fact or breach is important enough to affect the contract's core purpose or value.

A dispute resolution process where a neutral third party (mediator) helps the parties negotiate and reach their own settlement agreement.

Both parties share the same understanding of a contract's essential terms.

Lacking the mental ability to understand a contract's nature, terms, or consequences.

A person or business that regularly buys and sells goods of a particular kind.

A contract statement that the written agreement supersedes all prior negotiations and understandings.

A person who has not reached the legal age of adulthood, usually 18.

A small or technical failure to perform that doesn't defeat the contract's main purpose.

People under the legal age of adulthood who generally cannot be bound by contracts.

The principle that an acceptance must match the offer exactly, or it becomes a counteroffer instead.

A false statement of fact made to induce someone into a contract.

A misunderstanding or error by one or both parties about a fact in a contract.

A misunderstanding about something that actually exists or happened, rather than about the law itself.

A misunderstanding about what the law says or requires, not about factual circumstances.

A duty to reduce or minimize losses caused by the other party's breach.

A duty to take reasonable steps to minimize losses caused by another party's breach.

A change to a contract made by the parties after it's already in effect.

Both parties agree to the same contract terms at the same time.

Both parties freely agree to the same terms of a contract without pressure or misunderstanding.

Both parties are wrong about a basic fact when they sign a contract.

Both parties agreeing to cancel a contract and release each other from all obligations.

A false statement made without reasonable care for its truth, causing harm to the other party.

Something of minimal or token value exchanged to make a contract legally binding.

A tiny amount awarded when a breach occurred but caused no real financial harm.

A contract provision restricting one party from competing in the same business or industry for a set time and location.

A standalone contract in which one or both parties promise to keep shared information confidential.

A failure to perform a contract term that is minor and doesn't substantially harm the other party's benefit.

A contract provision preventing one party from recruiting or doing business with the other party's employees or customers.

A word's meaning is shaped by the words around it in a contract or document.

A formal written communication required by a contract to inform the other party of something important.

Replacing an old contract with a new one, with all parties' agreement.

The legal rule that contract meaning is based on what a reasonable person would understand, not secret thoughts.

A legal duty that a party must perform under a contract or law.

A proposal to enter into a binding agreement on specific terms.

A preliminary invitation to negotiate, not a binding offer to enter into a contract.

The person who receives an offer and has the power to accept or reject it.

The person who makes an offer to enter into a contract.

A contract giving one party the right to buy, sell, or do something at a set price within a time frame.

A binding agreement giving one party the right to buy, sell, or perform within a set time.

A binding agreement made by spoken words only, with no written documentation.

A rule preventing outside evidence from changing the meaning of a written contract.

A promise made in exchange for something already done, which generally does not create a binding contract.

A sum of money a contract requires as punishment for breach, often unrelated to actual damages.

A contract provision imposing a fixed monetary punishment for breach, regardless of actual damages.

A seller must deliver goods that exactly match the contract terms or the buyer may reject them.

The act of doing what a contract requires, such as delivering goods or paying money.

When contract language is clear, courts interpret it by its ordinary meaning without looking elsewhere.

An obligation a party already has that cannot serve as new consideration.

A principle that performing an obligation you already owe is not valid consideration for a new promise.

The legal relationship between parties who directly made a contract, limiting who can sue on it.

A doctrine that enforces a promise even without a formal contract if someone relied on it.

Contracts that violate society's fundamental interests or values are unenforceable.

Extra money awarded to punish wrongful conduct and deter future misconduct.

Payment for work done when no formal contract price exists.

A court-imposed obligation to pay for benefits received, used to prevent unjust enrichment.

Accepting and confirming a contract or action, usually one that was previously invalid or unauthorized.

A court rewrites contract terms to match what both parties actually intended.

A party's refusal to accept an offer, which terminates the offer.

A clear refusal to accept an offer, which ends the offer's power to create a contract.

A written agreement giving up a legal right or claim.

Compensation for losses suffered by relying on a promise, even if no formal contract exists.

A legal action or payment a court awards to fix a harm or enforce a right after a breach.

Unwinding a contract entirely, returning both parties to their positions before the deal.

Returning money or property to restore someone to their original financial position.

Compensation that returns to you the value of a benefit the other party received from you.

An offeror's withdrawal of an offer before it's accepted, ending the power to form a contract.

A withdrawal of an offer by the person who made it, ending the other party's power to accept.

The actual completion of the agreed-upon performance in an accord.

A clause allowing a contract to remain valid even if one part is found unenforceable.

A provision stating that if one part of a contract is invalid, the rest remains enforceable.

Specific, measurable losses that result from a breach and must be proven with evidence.

A court order forcing someone to actually do what they promised in the contract.

A pre-printed contract with fixed terms used repeatedly by one party for many transactions.

A pre-written agreement with uniform terms used repeatedly for similar transactions.

A law requiring certain contracts to be in writing to be enforceable in court.

A law setting the maximum time period within which a lawsuit can be filed after an injury or breach occurs.

An agreement between parties to settle a disputed fact or legal issue.

An older legal approach focusing on what the parties actually intended, regardless of their words.

A failure to perform a contract that goes to the heart of the deal.

Completing most of a contract obligation in good faith, even if not perfectly.

The legal end of a contract, agreement, or relationship.

Ending a contract due to the other party's breach or serious misconduct.

Ending a contract without cause, usually by paying a penalty or notice fee.

The specific rules and requirements that govern a contract or agreement.

Someone who benefits from a contract even though they didn't sign it.

A legal right or benefit that belongs to someone who is not a party to the original contract.

The Uniform Commercial Code; a set of standardized laws governing sales of goods and commercial transactions.

A standardized set of rules governing commercial transactions adopted by most U.S. states.

Vagueness or ambiguity in contract terms that prevents enforcement.

A contract term so unfair and one-sided that a court will refuse to enforce it.

Improper pressure from someone in a position of trust that undermines a person's free will.

A contract or clause that a court will not force either party to follow, even though it appears valid.

A contract that courts won't enforce, even though it's technically valid.

A contract where only one party makes a binding promise in exchange for the other's performance.

An error made by only one party to a contract about a material fact.

An offer that invites acceptance by performance of an act, rather than by a return promise.

A legal claim when someone gains money or benefit unfairly at another's expense.

Standard industry practices and customs that courts use to interpret contract terms.

Unclear or imprecise language in a contract that makes the parties' obligations uncertain or ambiguous.

A contract that is invalid from the start and has no legal effect whatsoever.

A contract that has no legal effect from the moment it's made.

A contract that is valid unless and until one party chooses to cancel it.

A contract that one party can cancel or reject, but is otherwise valid.

Voluntarily giving up a legal right you're entitled to.

A guarantee or promise that something is true or will work as stated.

A promise that something is true or will work as described.

A legal rule that certain contracts or agreements must be documented in writing to be valid.

An agreement between parties that is documented in writing and signed by the parties involved.

A legal rule that certain contracts must be in writing to be enforceable.