NALA ACP Contracts flashcards
NALA ACP Contracts · Build recall with a focused review session.
33 cards. Read the term and the definition here. The deck at the top of this page is optional.
- Offer
- A definite promise to enter a bargain, communicated to an identified offeree, granting the power of acceptance and creating a reasonable expectation that the offeror is willing to contract.
- Acceptance
- The offeree's unqualified manifestation of assent to the terms of the offer, communicated in a manner invited or required by the offer, forming a binding agreement.
- Consideration
- A bargained-for exchange of legal detriment or benefit; each party must give something of value, and past consideration or moral obligation does not qualify.
- Invitation to treat
- A preliminary communication such as an advertisement, catalog, or price list that invites offers rather than making one; no power of acceptance arises from it.
- Counteroffer
- A reply that changes or adds terms to the original offer, operating as a rejection that terminates the original offer and creates a new offer.
- Mailbox rule
- Acceptance becomes effective on dispatch when mail is authorized, while revocation of an offer is effective only when received by the offeree.
- Firm offer
- Under UCC Article 2, a merchant's written and signed offer to buy or sell goods that is irrevocable without consideration for the stated period, capped at three months.
- Statute of Frauds
- A writing requirement for certain contracts, including land interests, goods of $500 or more, and contracts not performable within one year, signed by the party to be charged.
- Parol evidence rule
- Bars prior or contemporaneous oral statements that contradict a fully integrated written agreement, while permitting evidence of fraud, mistake, ambiguity, or consistent additional terms.
- Condition precedent
- An event that must occur before a party's duty to perform arises; failure of the condition excuses the other party's obligation under the contract.
- Material breach
- A failure to perform so substantial that it defeats the essential purpose of the contract, excusing the nonbreaching party's remaining performance and permitting damages.
- Expectation damages
- A remedy placing the injured party in the position it would have occupied had the contract been fully performed, measured by lost profits and cost of cover.
- Reliance damages
- A remedy restoring the injured party to its pre-contract position by reimbursing expenditures made in reliance on the promise, used when expectation damages are too speculative.
- Restitution
- A remedy disgorging a benefit conferred on the breaching party to prevent unjust enrichment, available even when the breaching party cannot enforce the contract.
- Consequential damages
- Losses flowing from the breach that were foreseeable to both parties at formation, including lost profits from downstream obligations, unless excluded by the agreement.
- Mitigation
- The nonbreaching party's duty to take reasonable steps to reduce losses; avoidable losses are not recoverable, but reasonable mitigation expenses are.
- Liquidated damages
- A stipulated sum enforceable when it reasonably forecasts anticipated harm at formation and is not an unenforceable penalty disproportionate to actual loss.
- Specific performance
- An equitable remedy compelling performance where money damages are inadequate, typically for land or unique goods, and unavailable for personal services.
- Anticipatory repudiation
- A clear, unequivocal indication before performance is due that a party will not perform, permitting the other to treat it as breach immediately or await performance.
- Void contract
- An agreement with no legal effect from the outset, such as one for an illegal purpose, that cannot be enforced or ratified by either party.
- Voidable contract
- A contract enforceable until the party with a defense, such as fraud, duress, or incapacity, elects to rescind it and return any benefit received.
- Mutual mistake
- A shared error about a material fact at formation that permits rescission when it substantially affects the bargain and the risk was not allocated to one party.
- Fraud in the factum
- Deception about the nature or essential terms of the document itself, making the contract void because the party did not know what was signed.
- Fraud in the inducement
- Deception about facts that induced assent to a known transaction, making the contract voidable at the election of the defrauded party.
- Duress
- An improper threat that leaves the victim no reasonable alternative but to assent, making the contract voidable when the threat caused the agreement.
- Undue influence
- Unfair persuasion by a party in a confidential or fiduciary relationship that overcomes the weaker party's free will, rendering the contract voidable.
- Impossibility
- Discharge of duties when performance becomes objectively impossible due to an unforeseen event, such as destruction of the subject matter or supervening illegality.
- Impracticability
- UCC 2-615 discharge when an unforeseen event makes performance commercially impracticable; mere increased cost or market shift is insufficient unless extreme.
- Frustration of purpose
- Discharge when an unforeseen event destroys the principal purpose of the contract, though performance remains possible, provided the risk was not allocated.
- Accord and satisfaction
- A substitute performance accepted by the obligee in full settlement of a disputed claim, discharging the original obligation once the accord is performed.
- Third-party beneficiary
- A nonparty intended to benefit from a contract who may enforce it; rights vest when the beneficiary assents, materially changes position, or sues.
- Assignment
- Transfer of contractual rights to a third party, valid unless it materially increases the obligor's burden, is barred by contract or law, or involves personal rights.
- Delegation
- Transfer of contractual duties to a third party, permitted unless the contract prohibits it or personal performance is essential; the delegator remains liable for performance.