NCA Contracts key terms

A clear expression of willingness to be bound on stated terms, made with the intention that it becomes binding once the other party accepts it.

A preliminary communication that invites the other party to make an offer rather than being capable of acceptance itself, such as most advertisements and price displays.

Unqualified agreement to every term of an offer, communicated to the offeror, which converts the offer into a binding contract.

A response that varies the terms of the original offer, which operates as a rejection and destroys the original offer so it cannot later be accepted.

The principle that acceptance by post takes effect when the letter is properly posted, not when it is received, provided posting was contemplated.

Acceptance by telephone, email, or similar means that generally takes effect only when it reaches the offeror, unlike the postal rule.

Withdrawal of an offer or authority before acceptance, effective only if communicated to the offeree before acceptance occurs.

The ending of an offer through passage of a stated or reasonable time, death, failure of a condition, or rejection, after which it cannot be accepted.

Something of value given by each party in exchange for the other's promise, which must be sufficient but need not be adequate.

An act performed before a promise was made, which generally cannot support that promise because it was not given in exchange for it.

An equitable doctrine preventing a party from going back on a clear promise or representation relied upon, typically used to enforce a concession absent consideration.

The requirement that parties intend their agreement to have legal consequences, presumed in commercial dealings but not in social or domestic arrangements.

The legal ability of a person to enter a binding contract, which may be limited by minority, mental disorder, or intoxication.

The rule that only parties to a contract may enforce it or have obligations imposed on them under it, subject to statutory exceptions.

Statutory or equitable mechanisms allowing a person who is not a party to enforce a term intended to benefit them.

A clause stating that the written contract contains the whole agreement, aiming to prevent reliance on prior statements or side agreements.

The presumption that a written contract contains the full agreement, so earlier oral statements generally cannot vary or add to it.

A term fundamental to the contract's purpose, breach of which entitles the innocent party to terminate and claim damages.

A lesser term whose breach gives a right to damages only, without entitling the innocent party to end the contract.

A term whose classification depends on the seriousness of the consequences of breach rather than on its label at the time of contracting.

The process by which a court determines the meaning of contractual words, considering the document, background, and commercial purpose.

A rule construing ambiguous terms against the party who drafted them or who seeks to rely on an exclusion of liability.

A term that seeks to exclude or restrict liability, which is enforceable only if properly incorporated and reasonable under applicable statute.

The process by which standard terms become part of a contract because reasonable notice of them was given before or at the time of contracting.

The principle that a party signing a contractual document is generally bound by its terms, even if they have not read them.

A false statement of fact or law made before contracting that induces the other party to enter the contract.

A false statement made honestly and without reasonable grounds for believing it true, giving the representee a right to rescind rather than damages.

A situation where both parties share the same mistaken belief about a fundamental matter, which rarely invalidates a contract at common law.

A situation where the parties misunderstand each other and are at cross-purposes about a key term or subject matter.

An equitable remedy correcting a written document that fails to record the parties' common continuing intention because of a mistake in recording.

Pressure amounting to illegitimate threats or coercion that compels a party to enter a contract, rendering it voidable.

Abuse of a relationship of trust and confidence that prevents a party from exercising free judgment, making the contract voidable.

The situation where a contract's formation, purpose, or performance is prohibited by statute or contrary to public policy, generally making it unenforceable.

A clause limiting a person's freedom to trade or work, enforceable only if reasonable and protecting a legitimate interest.

The court's removal of an offending part of a contract while preserving the remainder, where the parts can be separated.

A breach serious enough to entitle the innocent party to treat the contract as at an end and claim damages.

A clear indication before performance is due that a party will not perform, allowing the innocent party to terminate and sue immediately.

Automatic discharge of a contract because an unforeseen event makes performance impossible, illegal, or radically different from what was agreed.

A contractual provision allocating risk for specified extraordinary events that prevent or delay performance, often excusing liability.

The ending of a contract for breach or by agreement, releasing future obligations while preserving rights accrued before that point.

Setting aside a voidable contract so the parties are restored to their pre-contractual positions, subject to bars such as affirmation or third-party rights.

Compensation placing the innocent party in the position they would have occupied had the contract been performed as promised.

Compensation restoring the innocent party to the position they occupied before contracting, typically recovering wasted expenditure incurred in reliance.

The test limiting recoverable loss to damage arising naturally or within the reasonable contemplation of the parties at the time of contracting.

The duty of a claimant to take reasonable steps to reduce loss flowing from a breach, with failure to do so reducing recoverable damages.

An equitable order compelling a party to perform its contractual obligations, granted only where damages are inadequate.

An equitable order restraining a party from breaching a negative obligation, often used to enforce restrictive covenants where damages would be inadequate.

A genuine pre-estimate of loss agreed in advance and payable on breach, enforceable without proof of actual loss.

A provision imposing a sum out of proportion to legitimate loss or acting as a deterrent, which is unenforceable under the rules on penalties.

The requirement that the essential terms of an agreement be sufficiently clear and complete for the court to give them meaning.

A valid contract that an affected party may elect to set aside because of a vitiating factor such as misrepresentation, duress, or undue influence.

An agreement that never had legal effect, so neither party acquires enforceable rights or obligations under it.

A narrow defence allowing a signatory to escape liability where they were fundamentally mistaken about the nature of a signed document.