NALA ACP Contracts key terms

A clear proposal to make a deal that states the essential terms and shows the speaker intends to be bound once the other side accepts it.

An unqualified agreement to every term of an offer, communicated to the offeror by the offeree or an authorized representative, creating a binding contract at that moment.

A reply that changes or adds terms instead of accepting the original proposal outright; legally it rejects the first offer and starts a new one.

A preliminary communication inviting others to make an offer, such as an advertisement or price list, which cannot itself be accepted to form a contract.

Something of value each party gives in exchange for the other's promise, such as money, services, or a promise to do or refrain from something.

The common law principle that an acceptance must match the offer exactly; any different or additional term turns the response into a counteroffer rather than an acceptance.

A dispute over which party's conflicting standard terms govern when each side sends its own form during negotiations, resolved by offer-and-acceptance rules or statutory gap-fillers.

The body of state law governing contracts for the sale of goods, known for flexible formation rules, gap-filling default terms, and the perfect tender standard for delivery.

Tangible, movable items that can be delivered, such as equipment or inventory; contracts for their sale fall under UCC Article 2 rather than common law.

An agreement whose main purpose is providing labor, skill, or expertise rather than delivering tangible items, generally governed by common law contract rules.

A law requiring certain contracts, such as those lasting over a year or involving land, to be in writing and signed to be enforceable in court.

The rule that a fully integrated written agreement cannot be contradicted or varied by evidence of earlier or contemporaneous oral statements or prior drafts.

A contract provision stating that the written document is the complete and final agreement, intended to block reliance on outside promises or prior negotiations.

A situation where contract language can reasonably be read in more than one way, which may allow courts to consider outside evidence of the parties' intent.

Failure to perform a contractual duty without a legal excuse, which may be material or minor and gives the non-breaching party a right to a remedy.

A significant failure to perform that goes to the heart of the agreement, excusing the other party from further performance and allowing full damages.

A doctrine holding that a party who performs most of its obligations in good faith may still recover the contract price, minus the cost of fixing minor defects.

The UCC rule allowing a buyer to reject goods that fail in any respect to conform to the contract, subject to the seller's right to cure.

A seller's right to fix defective or nonconforming performance within the contract time or a reasonable additional period, avoiding rejection or breach.

A clear statement or action before the performance date showing a party will not perform, letting the other side treat the contract as breached immediately.

A written demand for reasonable assurances that the other party will perform, available when grounds for insecurity arise; failure to respond may be treated as repudiation.

Money awarded to place the injured party in the position it would have occupied had the contract been performed, covering lost value and foreseeable consequential losses.

Losses flowing from special circumstances of the injured party that were reasonably foreseeable at contract formation, such as lost profits from a delayed project.

A contract clause setting a fixed sum for a specified breach, enforceable when the amount is a reasonable forecast of likely loss and not an unfair penalty.

A contractual sum designed to punish or deter breach rather than estimate actual loss, which courts generally refuse to enforce as unenforceable.

The injured party's duty to take reasonable steps to reduce losses after a breach; failure to do so can reduce the damages recoverable.

An equitable remedy ordering a party to carry out its promise, usually granted only when money damages cannot adequately compensate, such as for unique goods or land.

A court order requiring a party to do or stop doing something, often used to enforce a negative covenant such as a non-compete or confidentiality promise.

Cancellation of a contract that returns both parties to their pre-contract positions, available for fraud, mistake, or material breach.

A shared error about a basic factual assumption underlying the deal that may allow the affected party to avoid the contract.

A false statement of fact that induces another party to enter a contract, which may support rescission or damages depending on whether it was fraudulent or negligent.

Improper pressure or threats that leave a party no reasonable choice but to agree, making the resulting contract voidable at that party's option.

Exploiting a position of trust or power over another person to obtain unfair contract terms, rendering the agreement voidable.

A doctrine allowing courts to refuse enforcement of terms so one-sided or oppressive, combined with unfair bargaining, that no reasonable person would accept them.

A standard-form agreement drafted by the stronger party and offered on a take-it-or-leave-it basis, often scrutinized closely for unfair terms.

The interpretive rule that ambiguous language is construed against the party who drafted it, commonly applied to insurers and standard-form drafters.

A clause excusing performance when extraordinary events beyond a party's control, such as natural disasters or war, prevent it from fulfilling the contract.

A doctrine discharging a party when an unforeseen event makes performance objectively impossible, such as destruction of the specific subject matter.

A defense discharging performance when an unforeseen event destroys the main reason a party entered the contract, even though performance remains possible.

Transfer of a party's rights under a contract to a third party, generally allowed unless the contract prohibits it or the rights are personal in nature.

Transfer of a party's duties under a contract to another person, who then performs, though the original party usually remains liable for completion.

Replacing one party to a contract with a new party by agreement of all involved, releasing the original party from further obligation.

An event or act that must occur before a party's duty to perform arises, such as obtaining financing before a purchase obligation begins.

An event that, if it occurs, terminates an existing duty to perform under the contract, such as a regulatory ban ending supply obligations.

A promise in a contract to do or not do something, as distinguished from a condition, which triggers or ends obligations rather than promising action.

A promise limiting a party's future conduct, such as a non-compete or non-solicitation clause, enforceable only if reasonable in scope, time, and territory.

A promise to cover another party's losses or liabilities arising from specified events, often including defense costs and third-party claims.

A clause capping or excluding certain damages, such as consequential or indirect losses, that one party may recover from the other.

A doctrine enforcing a promise without consideration when the promisor reasonably expected reliance, the promisee did rely, and injustice would otherwise result.

A change in position or expense incurred because of another's promise or conduct, which can support estoppel or damages even absent a formal contract.

The test limiting consequential damages to losses a breaching party could reasonably have anticipated at the time of contracting.