Contract Enforceability Flashcards
(29 cards)
Void
An agreement that has no legal effect and cannot be enforced by any party.
Voidable
An agreement that gives one or more parties the power to choose to avoid legal obligations created by the agreement.
Statute of Frauds
The body of law governing whether an agreement must be in writing, and signed by the party against whom enforcement is sought, to be enforceable.
Interests in Land
The type of agreement subject to the statute of frauds that includes contracts for fee estates in land and for any lesser interests in land, such as mortgages, easements, and profits.
Surety
A person who contractually promises to pay debts of another.
Confirmatory Memorandum
The UCC-specific exception to the statute of frauds requirement that the writing be signed by the party to be changed, which applies when the contract is between two merchants and the party seeking enforcement of the contract sent a signed, written confirmation to the other party, who had reason to know of its contents and did not timely object.
Admission exception
The statute of frauds exception that applies where the party against whom enforcement is sought acknowledges the contract’s existence in a court document or otherwise in the course of litigation.
Incapacity
The defense to enforceability of contracts in which a party, for a reason prescribed by law, is deemed to lack the ability to manifest absent to bargain, which renders the contract either void or voidable (depending on the circumstances).
Infancy
The type of incapacity defense that exists where one or more parties is under the age of 18 at the time of the contract’s formation.
Mental Incompetence
The type of incapacity defense that exists where a contracting party either 1. was unable to understand the nature and consequences of the transaction or 2. was unable to act in a reasonable manner in relation to the transaction and the other party had reason to know of the incapacity.
Intoxication
The type of incapacity defense that exists where a person under the influence of drugs or alcohol entered into a contract without understanding the nature and consequences of the transaction, and the other party had reason to know of that person’s condition.
Duress
The defense to enforceability of contracts in which a party was pressured to enter into the contract by a physical or unlawful threat to the party or someone close to the party, which renders the contract either void or voidable (depending on the circumstances).
Economic Duress
The type of duress that exists when (1) one party threatens to terminate an existing contract unless the other party agrees to the first party’s demand for modification, and (2) there is no reasonable alternative for the other party to avoid the anticipated loss.
Undue Influence
The defense to enforceability of contracts in which one party used excessive pressure or overpersuasion to induce the assent of the other party, who is overly susceptible to persuasion due to age, infirmity, or mental or emotional condition.
Mutual Mistake
The defense to enforceability of contracts in which both parties shared a basic assumption regarding the contract that differed from the facts existing before or at the time the contract was executed and that will have a material impact on the parties’ performances.
Unilateral Mistake
The defense to enforceability of contracts in which one party had an erroneous belief about an existing fact that was a basic assumption on which the contract was formed and that will have a material impact on the parties’ performances, and the erroneous belief was caused or known by the other party or otherwise makes the contract unconscionable.
Misunderstanding
The defense to enforceability of contracts in which a material term of the contract is ambiguous, the parties attach different meanings to that term, and different meanings are either known by both parties or not known by both parties.
Misrepresentation
The defense to enforceability of contracts in which one contracting party either fraudulently made a false statement of fact or made a false statement of material fact to the other party, and the other party justifiably relied on that false statement in assenting to the contract.
Fraudulent Misrepresentation
The type of misrepresentation that arises when one party makes a false statement of fact to the other party that the first party either knew was untrue or lacked a proper basis to assert that it was true, and the first party made the false statement with intent of inducing the other party to assent.
Material Misrepresentation
The type of misrepresentation that arises when one party makes a false statement of fact to the other party, and the false statement either was one that the first party knew was likely to induce the other party to assent or was one that would induce a reasonable person to assent.
Justifiable reliance
A party’s decision to enter into a contract, where the decision was substantially based on another party’s misrepresentation and was made in good faith; required to bring a claim for misrepresentation.
Concealment
The defense to enforceability of contracts in which one contracting party fraudulently took an action with the purpose or knowledge that the action was likely to prevent the other party from learning a material fact, which, depending on the circumstances, may be considered equivalent to an affirmative misrepresentation.
Concealment
The defense to enforceability of contracts in which one contracting party fraudulently took an action with the purpose or knowledge that the action was likely to prevent the other party from learning a material fact, which, depending on the circumstances, may be considered equivalent to an affirmative misrepresentation.
Nondisclosure
The defense to enforceability of contracts in which one contracting party fails to inform the other party of a fact that is relevant to a proposed contract, which, depending on the circumstances, may be considered equivalent to an affirmative misrepresentation.
