LEAB key terms

The principle that courts follow legal rules established in earlier decisions by higher courts in the same jurisdiction, promoting consistency and predictability; lower courts must apply binding precedent, while persuasive precedent from other jurisdictions lacks that force.

A body of law built from judicial decisions rather than legislative enactments, applied through precedent. It governs many contract, tort, and agency questions and coexists with statutes that may override or codify it.

A historical set of remedies and doctrines developed to soften rigid common-law rules, now administered alongside law in most courts. It supplies relief such as injunctions and specific performance where money damages are inadequate.

A statute setting the maximum time after a claim arises within which a lawsuit must be filed; expiry generally bars the remedy even if the claim is otherwise valid. Contract and tort periods often differ and may be tolled or renewed.

A government body created by statute to implement and enforce regulatory schemes, issuing rules, conducting investigations, and adjudicating disputes through hearings. Agency actions are subject to constitutional limits and judicial review.

The constitutional guarantee that government will not deprive a person of life, liberty, or property without fair procedures and reasonable substantive rules. In business settings it shapes notice, hearing, and enforcement practices of regulators.

The constitutional requirement that government treat similarly situated persons alike unless a sufficient justification supports different treatment. Courts apply heightened scrutiny to classifications such as race or fundamental rights and rational-basis review to most economic regulation.

A constitutional grant of power to Congress to regulate trade among the states, with a dormant aspect limiting discriminatory state burdens on interstate commerce. It underlies much federal business regulation.

The doctrine that valid federal law displaces conflicting or contrary state law under the Supremacy Clause. Courts distinguish express, field, and conflict preemption when determining whether state claims may proceed.

A definite proposal to enter a bargain that creates a power of acceptance in the offeree. It must show intent to be bound and reasonably certain terms, and it may lapse, be revoked, or be rejected.

An offeree's manifestation of assent to an offer, made in the manner and within the time the offer invites. Under the mailbox rule, acceptance is generally effective on dispatch unless the offer provides otherwise.

A bargained-for exchange of legal value, such as a promise given in return for a promise or performance, that makes an agreement enforceable. Past acts, moral obligations, and illusory promises typically fail this requirement.

A doctrine allowing enforcement of a promise without consideration when the promisor reasonably expected reliance, the promisee did rely, and injustice can be avoided only by enforcement. Recovery is often limited to reliance damages.

A change of position by a party in reasonable dependence on another's promise or representation. It can support recovery under promissory estoppel or claims of misrepresentation and affects remedies for changed circumstances.

A statutory list of agreements that must be evidenced by a signed writing to be enforceable, commonly including land sales, suretyship, marriage-related promises, and certain long-term or high-value transactions. Partial performance and other exceptions may apply.

The rule that a fully integrated written agreement cannot be contradicted or supplemented by prior or contemporaneous oral statements. Exceptions allow evidence of ambiguity, fraud, mistake, or conditions precedent.

A contract provision stating that the writing is the complete and final expression of the parties' agreement. It strengthens a party's argument that the parol evidence rule bars outside statements from altering the terms.

A response to an offer that changes its terms and thereby operates as a rejection plus a new offer. The original offer is terminated, and the original offeror becomes the offeree of the new proposal.

The common-law requirement that an acceptance match the offer's terms exactly to be effective. UCC Article 2 relaxes this rule for sales of goods by allowing additional or different terms in certain circumstances.

A contract defense permitting courts to refuse enforcement of terms that are both procedurally unfair, such as hidden or pressured terms, and substantively oppressive, such as excessive price or one-sided remedies.

A legal obligation of loyalty and care owed by a person entrusted with another's interests, requiring avoidance of conflicts and disclosure of material information. It applies to directors, officers, agents, and trustees.

A presumption that directors acted on an informed basis, in good faith, and in the corporation's best interest, shielding reasonable decisions from liability. It can be rebutted by evidence of self-dealing, bad faith, or gross negligence.

A fiduciary obligation to act in the principal's or corporation's interest rather than one's own, and to disclose and manage conflicts. Self-dealing transactions may be voidable unless approved through disinterested or fair procedures.

A court remedy holding shareholders personally liable for corporate debts when the corporation is used as a mere instrumentality and honoring limited liability would cause injustice or fraud.

A business form combining pass-through taxation with limited liability for members, governed by an operating agreement. Members typically avoid personal liability for company obligations absent veil piercing or personal guarantees.

A consensual relationship in which an agent acts on a principal's behalf subject to the principal's control. It creates duties between the parties and can bind the principal to third parties through actual or apparent authority.

A principal's manifestation to a third party that an agent may act on the principal's behalf, creating binding obligations even without actual authority. It arises from the principal's conduct, not merely the agent's own claims.

An employment arrangement terminable by either party at any time for any lawful reason, subject to statutory protections and public-policy exceptions. Implied contracts, handbooks, and anti-discrimination laws can limit it.

A form of unlawful harassment in which severe or pervasive conduct based on a protected characteristic alters the terms or conditions of employment. Isolated or trivial incidents generally do not qualify.

Adverse action taken against an employee for engaging in legally protected activity, such as reporting discrimination or filing a complaint. It is prohibited even where the underlying complaint ultimately fails.

Statutes and policies shielding employees who report suspected illegal or unethical conduct from retaliation. Coverage, reporting channels, and remedies vary by jurisdiction and by the specific statute invoked.

A termination that violates a statute, an express or implied contract term, or a recognized public-policy exception to at-will employment. The employee generally bears the burden of proving the unlawful basis.

Confidential business information that derives independent economic value from not being generally known and is subject to reasonable secrecy measures. Misappropriation claims require proof of those elements rather than registration.

A word, symbol, or design used to identify the source of goods or services, protected by registration and by unfair-competition law. Rights depend on use and distinctiveness, and infringement turns on likelihood of confusion.

A bundle of exclusive rights in original expression fixed in a tangible medium, including reproduction, adaptation, and public performance. Protection arises automatically, though registration enables certain remedies.

A doctrine permitting limited unlicensed use of copyrighted works for purposes such as criticism, comment, news, teaching, or research. Courts weigh purpose, nature, amount used, and market effect case by case.

A contract in which a party promises to keep specified information confidential and restrict its use. It supports trade-secret protection and is often paired with non-compete or assignment provisions.

A contract term restricting a person from competing with a former employer or business for a defined period and area. Enforceability varies widely and requires reasonable scope tied to legitimate protectable interests.

A structured set of policies, training, monitoring, and reporting channels designed to prevent and detect legal or ethical violations. Effective programs may reduce penalties and are expected to be tailored to risk.

A situation in which a person's private interest could improperly influence professional judgment or duties. Managing it typically requires disclosure, recusal, or independent approval.

A court order requiring a party to do or refrain from doing a specified act, often used to prevent irreparable harm where damages are inadequate. Courts weigh irreparable injury, balance of harms, and public interest.

A remedy compelling a party to perform a contract as promised, typically granted for unique goods or land when money damages are inadequate. It is discretionary and subject to defenses such as impossibility.

A private dispute-resolution process in which a neutral third party issues a binding decision after an agreed procedure. It is generally enforced under arbitration statutes, with limited judicial review.

A voluntary, facilitated negotiation in which a neutral helps parties reach their own settlement without imposing a decision. Agreements reached are typically reduced to a binding contract.

A contract provision designating which jurisdiction's substantive law will govern disputes. Courts generally enforce reasonable selections, subject to public-policy limits and mandatory local rules.

A contract term specifying the court or location where disputes must be litigated. Enforceability depends on fairness, notice, and whether the chosen forum is unreasonable or contrary to public policy.