ICCSSL Business Law key terms

A definite proposal by one party to another that states the essential terms and shows an intent to be bound once accepted. It creates the power of acceptance in the offeree.

An offeree's clear and unconditional agreement to an offer's terms, communicated in the manner the offer requires or reasonably invites. A counteroffer operates as a rejection and new offer.

Something of legal value exchanged by each party to support a contract, such as a promise, payment, or forbearance. Courts do not weigh adequacy, but past acts generally do not count.

A doctrine letting a promise be enforced without consideration when the promisor should reasonably expect reliance, the promisee actually relies, and injustice can be avoided only by enforcement.

A rule requiring certain contracts, including land sales and agreements that cannot be performed within one year, to be evidenced by a signed writing to be enforceable.

A defense against enforcing a contract or clause that is both procedurally unfair, such as hidden or high-pressure terms, and substantively oppressive, such as grossly one-sided obligations or prices.

A rule barring parties from introducing prior or contemporaneous oral statements to contradict a fully integrated written agreement, though evidence may still explain ambiguities or show fraud.

A legal obligation requiring directors, officers, agents, or trustees to act honestly and in the organization's best interest, encompassing duties of care and loyalty.

A remedy allowing creditors to reach shareholders' personal assets when owners abuse the corporate form, such as commingling funds, undercapitalization, or using the entity to commit fraud.

A presumption shielding directors from liability for informed business decisions made in good faith, without conflicts, and with a rational purpose, even if the outcome proves harmful.

A lawsuit brought by a shareholder on behalf of a corporation to enforce a claim the board has refused to pursue, typically after making a demand or showing demand futility.

The UCC rule that a seller must deliver goods exactly conforming to the contract; if goods or tender fail in any respect, the buyer may reject them.

The body of state law governing contracts for the sale of goods, emphasizing flexible commercial practices, good faith, and remedies rather than strict common-law formalism.

A sequence of previous conduct between the same parties that establishes a common basis for interpreting their agreement, supplementing or explaining contract terms under the UCC.

A shipping term specifying that the seller delivers goods to a named carrier or destination; risk of loss passes at the stated point, and the buyer bears later transport costs.

A doctrine making an employer liable for torts an employee commits within the scope of employment, even without the employer's fault, because the activity benefits the business.

An employment relationship terminable by either employer or employee at any time, for any lawful reason, unless a contract, statute, or public policy limits that freedom.

A contract clause restricting an employee from competing with the employer for a stated time and territory. Courts enforce it only when reasonable and necessary to protect legitimate interests.

Authority an agent reasonably believes it possesses based on the principal's manifestations, whether expressly granted in words or implied from the role and circumstances.

Authority a third party reasonably believes an agent has because of the principal's conduct or representations, even if the agent lacks actual authority, binding the principal.

Liability imposed on a seller of a defective product without proof of negligence, where the defect makes the product unreasonably dangerous and causes harm to a foreseeable user.

State consumer-protection laws prohibiting misleading marketing and oppressive business conduct, often allowing private suits, statutory damages, and attorney fees without proving intent.

The quality of an instrument, such as a check or promissory note, that is freely transferable and allows a transferee meeting good-faith requirements to take it free of many defenses.

A transferee who takes a negotiable instrument for value, in good faith, and without notice of defects, thereby obtaining stronger rights than the original payee against obligors.

The steps a secured creditor takes, such as filing a financing statement or taking possession, to make its interest effective against third parties and establish priority over later claims.

The antitrust analysis that weighs a restraint's actual competitive harm against its procompetitive benefits, rather than condemning it automatically, and is used for most vertical and joint-venture arrangements.

An antitrust offense treated as illegal without inquiry into its effects because the conduct, such as horizontal price fixing or bid rigging, has no plausible competitive justification.

Confidential business information, such as formulas, customer lists, or processes, that derives economic value from secrecy and is subject to reasonable efforts to keep it secret.

A copyright defense allowing limited use of protected material for purposes such as criticism, teaching, or news reporting, evaluated by four factors including purpose, nature, amount, and market effect.

A bankruptcy injunction that immediately halts most collection actions, lawsuits, foreclosures, and repossessions against the debtor or its property as soon as the petition is filed.

A transfer made to a creditor shortly before bankruptcy that gives more than the creditor would receive in liquidation and can be recovered for equal treatment of creditors.

A bankruptcy proceeding in which a business restructures debts under a court-approved plan while usually continuing operations, subject to creditor voting and confirmation requirements.

A situation where a lawyer's or professional's personal, financial, or other interests create a substantial risk that judgment for a client or employer will be materially limited.

A rule protecting confidential communications between a lawyer and client made for legal advice from compelled disclosure, subject to exceptions such as crime-fraud or waiver.

Standard international commercial terms published by the International Chamber of Commerce that allocate shipping costs, risk, and customs duties between buyer and seller.

A bank's irrevocable promise to pay a seller when presented with specified compliant documents, used in trade to reduce the buyer's and seller's payment and performance risk.

A contract clause excusing performance when unforeseen events beyond a party's control, such as war, natural disaster, or government action, make performance impossible or impracticable.

A U.S. statute prohibiting bribery of foreign officials to obtain business and requiring public companies to keep accurate books and effective internal accounting controls.