NCA Commercial Law key terms

A contract in which a seller transfers or agrees to transfer ownership of movable property to a buyer for a money price, distinct from barter, services, and leases.

The principle that a seller cannot transfer better title than the seller holds, so a buyer from a non-owner generally acquires no ownership unless a statutory or common-law exception applies.

A buyer who acts honestly and pays consideration, gaining protection under statutory exceptions to the nemo dat rule in defined circumstances such as market overt or mercantile agent sales.

Contractual terms classified by importance: a condition is fundamental, allowing termination and damages if breached, while a warranty is collateral, entitling the buyer only to damages.

A breach so serious that it deprives the innocent party of substantially the whole benefit of the contract, permitting termination and full damages even where exclusion clauses might otherwise apply.

A contract term that limits or excludes a party's liability for breach, unenforceable where it is unreasonable or prohibited by consumer protection legislation.

A consensual right in personal property that secures payment or performance of an obligation, created by agreement and perfected by registration or possession.

The moment a security interest becomes enforceable against the debtor, requiring value given, debtor rights in the collateral, and either possession or a signed security agreement.

The process by which a security interest gains priority against third parties, typically by registration, possession, or automatic attachment in limited cases.

A security interest taken by a lender or seller who advances funds enabling the debtor to acquire the collateral, often granted super-priority over earlier general security interests.

The statutory ordering that determines which competing security interest prevails, generally first to register or perfect, subject to exceptions for purchase-money interests and possessory interests.

A public registry where secured creditors file notices of security interests, giving constructive notice to third parties and establishing priority by order of filing.

An unconditional written order by one person to another, signed by the drawer, requiring the drawee to pay a sum certain to a named person or bearer on demand or at a fixed future time.

A signed writing promising or ordering payment of a fixed sum, transferable by delivery or endorsement so that a good-faith transferee may take free of certain defences.

A holder who takes a complete and regular instrument for value, in good faith, without notice of dishonour or defects, and thereby acquires rights free from most personal defences.

A signature on the back of a negotiable instrument that transfers it, often with words restricting further negotiation or excluding the endorser's liability.

The drawee's signed agreement to honour a bill of exchange when presented, making the acceptor primarily liable on the instrument.

A bill of exchange drawn on a bank and payable on demand, used as a payment mechanism and governed by special rules on crossing, collection, and stop payment.

A formal legal status of an insolvent individual or entity, triggered by a petition or assignment, vesting assets in a trustee for distribution to creditors.

The officer appointed to take control of the bankrupt's property, investigate affairs, realise assets, and distribute proceeds to creditors according to statutory priorities.

A creditor's formal statement of the amount owed, filed with the trustee so the debt may be admitted and the creditor may share in distributions from the estate.

A statutory priority allowing certain creditors, such as employees or tax authorities, to be paid ahead of ordinary unsecured creditors from the bankrupt's estate.

A creditor holding a charge, mortgage, or security interest over the debtor's property, entitled to realise the collateral in priority to unsecured claimants, subject to perfection rules.

A term in a standard-form consumer contract that causes a significant imbalance in rights to the consumer's detriment, contrary to good faith, and is therefore unenforceable.

The statutory duty of a lender to give a borrower clear information about the cost of credit, including the annual percentage rate, total repayments, and cancellation rights before contracting.

A statutory window after signing a consumer credit or distance contract during which the consumer may withdraw without penalty, protecting against pressured or uninformed decisions.

A relationship in which one person, the agent, is authorised to act on behalf of another, the principal, creating legal relations between the principal and third parties.

Authority that a third party reasonably believes an agent possesses because of the principal's conduct, binding the principal even where actual authority is absent.

The obligation of an agent to act loyally in the principal's interest, avoiding conflicts, secret profits, and unauthorised self-dealing, and disclosing material information.

A principal whose existence is not revealed by the agent at contracting time, who may still enforce the contract subject to the third party's defences and election.

A contract under which a distributor buys goods from a supplier and resells them on its own account, often with territorial limits and minimum purchase obligations.

Conduct by a firm with substantial market power that substantially lessens competition, such as predatory pricing, refusal to supply, or exclusive dealing.

The regulatory review of proposed acquisitions or combinations that may substantially lessen competition, allowing approval, conditional clearance, or prohibition.

An agreement among competitors to fix prices, allocate markets, restrict output, or rig bids, generally prohibited as a per se or serious criminal violation.

An arrangement requiring a buyer or distributor to deal only with one supplier or to refrain from handling competing goods, scrutinised for anti-competitive foreclosure effects.

Standard international trade terms published by the ICC that allocate costs, risks, and delivery obligations between buyer and seller in cross-border sales contracts.

A bank's irrevocable undertaking to pay a seller on presentation of conforming documents, providing security in international sales independent of the underlying contract.

A document issued by a carrier acknowledging receipt of goods for shipment, serving as evidence of the contract of carriage and, when negotiable, as a document of title.