Final Review Contract.pptx Final Review Contract.pptx

Final Review Contract.pptx

1. Welcome to class . We will begin shortly

2. IMPORTANT DATES ASSSIGNMENT S – May 24 (Fri) MIDTERM – May 31 (Fri) FINAL EXAM: June 7 ( Fri )

3. Final Review

4. A contract may not be discharged by the operation of law, such as through the operation of the Bankruptcy and Insolvency Act, or be in effect discharged, such as through the operation of the Limitations Act or the doctrine of laches. False

5. A contract can be discharged, or brought to an end, through various legal mechanisms, including the operation of specific laws and doctrines. These legal mechanisms ensure that contractual obligations are addressed within reasonable time frames and provide relief in situations where continued enforcement of the contract would be unjust or impractical.

6. Bankruptcy and Insolvency Act: The Bankruptcy and Insolvency Act (BIA) in Canada can discharge a contract when a debtor declares bankruptcy and is subsequently discharged from bankruptcy. This discharge releases the debtor from most of their debts, effectively terminating the contractual obligations owed to creditors. Creditors may receive a distribution from the debtor's estate, but any remaining debts are typically forgiven, leading to the discharge of the contractual obligations.

7. Limitations Act: The Limitations Act sets out the time periods within which a party must initiate legal proceedings to enforce a contract. If a party fails to bring a lawsuit within the prescribed limitation period, they lose the right to enforce the contract in court. This loss of the right to enforce the contract effectively discharges the contract because the legal remedy for breach is no longer available. However, the underlying obligation might still exist, but it cannot be legally enforced.

8. Doctrine of Laches: The doctrine of laches is an equitable defense that bars the enforcement of a contract if a party has unreasonably delayed in asserting their rights, and this delay has prejudiced the other party. While laches can prevent the enforcement of a contract, it does not discharge the contract itself. The obligation remains, but the ability to enforce it is lost due to the undue delay.

9. The doctrine of laches simply bars the enforcement of the contract; it does not discharge it. Previous statement is false.

10. A general rule is that the offer must be communicated by the offeror to the offeree before it is capable of being accepted. True

11. Examples: Direct Communication: If an offeror personally communicates the offer to the offeree, such as in a face-to-face conversation, phone call, or direct email, the offer is considered communicated. Indirect Communication: If an offeror uses a third party or a public medium (like an advertisement) to communicate the offer, it must be done in such a way that the offeree is made aware of the offer.

12. Case Law: Carlill v. Carbolic Smoke Ball Co. (1893): In this case, an advertisement was deemed to be a communicated offer to the public at large. The communication was effective because it was published in a manner that reached potential offerees.

13. Acceptance of an offer may be made verbally or in writing, or it may be inferred from the conduct of the parties. However, certain rules must be complied with be- fore acceptance of an offer is valid. First, acceptance must be communicated by the offeree to the offeror in the manner requested by or implied in the offer. Second, the acceptance must be clear, unequivocal, and unconditional. Previous statement is true.

14. A third party may gain rights under a contract by novation, where the third party is substituted for one of the parties and a new contract is formed. True

15. Novation is a process in contract law where a third party is substituted for one of the original parties to a contract, and as a result, a new contract is formed. Novation is a useful legal mechanism to substitute one party in a contract with another, creating a new contractual relationship while releasing the original party from their obligations. It requires the consent of all parties involved and results in the formation of a new contract that continues the obligations and rights under the new party's involvement.

16. A third party may replace one of the parties to a contract by forming a new contract. The result of novation is the termination of the old contract and the substitution of the new contract. The new party has the benefits and liabilities of the contract, and the old party no longer has any rights or obligations. Previous statement is true.

17. A discharge of a contract occurs when the parties have complied with their obligations or other events have occurred that release one or both parties from performing their obligations. Once a contract is discharged, it is null and void.

18. A contract is discharged when the parties have fulfilled their obligations or when specific events occur that release one or both parties from performing their obligations. Once a contract is discharged, it is considered null and void, meaning that the parties are no longer bound by the contract terms. The discharge of a contract marks the end of the contractual relationship between the parties, freeing them from their obligations under the agreement. This can occur through performance, mutual agreement, operation of law, impossibility, breach, or conditions stated in the contract. Understanding the mechanisms of discharge is essential to effectively managing contractual relationships and resolving disputes.

19. A collateral agreement is a separate and independent contract with valuable con- sideration that could be enforced independently of the main contract or that has some impact or effect on the main contract but is not specifically referred to in it.

20. A collateral agreement is indeed a separate and independent contract that can have an impact on the main contract but is not necessarily referred to within the main contract. It is a valuable tool in contract law, allowing parties to create additional obligations or clarify terms without altering the main contract. It requires its own consideration and can be enforced independently, providing flexibility and additional security in contractual relationships.

21. Arm’s-length transaction: a transaction negotiated by unrelated parties, each acting in his or her own independent self-interest; “unrelated” in this context usually means not related as family members by birth or marriage, and not related by business interests. True

22. An arm’s-length transaction is a deal negotiated by parties who are unrelated and acting in their own self-interest, ensuring that the transaction reflects fair market value. An arm's-length transaction is essential for ensuring fairness and equity in commercial dealings, reflecting true market conditions without any undue influence from relationships between the parties. This concept is crucial in various legal, regulatory, and tax contexts to prevent fraud, maintain market integrity, and ensure that transactions are conducted on fair and equitable terms.

23. As per parol evidence rule if a contract is in writing and is clear, no other written or oral evidence is admissible to contradict, vary, or interpret the agreement.

24. The parol evidence rule is a principle in contract law that prevents parties from presenting extrinsic evidence of prior or contemporaneous agreements that would alter or contradict the terms of a written contract that appears to be whole. The parol evidence rule is a fundamental principle in contract law that aims to preserve the integrity of written agreements by preventing the introduction of extrinsic evidence that would alter or contradict the written terms. However, several exceptions allow for the admission of such evidence under specific circumstances, ensuring that the rule does not lead to unjust outcomes.

25. Examples: Clear Written Contract: If a written sales contract clearly states that the purchase price of a car is $10,000, the buyer cannot later introduce evidence of an oral agreement stating the price was actually $9,000. Ambiguous Terms: If a contract is unclear about the delivery date of goods, extrinsic evidence may be introduced to clarify what the parties intended.

26. Assignee: a party to whom rights under a contract have been assigned by way of an assignment True

27. An assignee is a party who receives rights or benefits under a contract through assignment from another party. Assignments allow parties to transfer their contractual rights to others, enabling flexibility in contractual relationships and facilitating the transfer of assets and obligations. Understanding the rights and responsibilities of assignees is essential for parties involved in assignments and for ensuring the enforceability of contractual rights.

28. Breach of contract: Failure, without legal excuse, to perform any promise that forms part of a contract. True

29. Breach of contract occurs when one party fails to fulfill their obligations under a contract without a valid legal excuse. It entitles the non-breaching party to seek remedies, such as damages, specific performance, or rescission, to address the losses suffered due to the breach. Understanding the types of breaches, legal excuses, and available remedies is essential for parties involved in contractual relationships.

30. Examples: Non-Payment: A buyer fails to pay the agreed purchase price for goods or services by the specified deadline. Non-Delivery: A seller fails to deliver goods to the buyer as required by the contract. Defective Performance: A contractor fails to complete construction work according to the specifications outlined in the contract.

31. Deed: A written contract, made under seal by the promisor(s); also called a formal contract True

32. In summary, a deed is a formal written contract executed under seal, indicating the parties' intention to give the document special legal significance. Deeds typically involve higher formality and are more difficult to challenge than ordinary contracts, making them an important tool for formalizing agreements and transactions in various legal contexts.

33. Depending on the nature of the misrepresentation, it can give rise to damages for breach of contract, or to rescission of the contract where the contract is voided. True

34. The nature and effect of misrepresentation in a contract can indeed lead to different legal remedies. Depending on the circumstances, misrepresentation can give rise to damages for breach of contract or allow for rescission of the contract, effectively voiding it. The appropriate remedy depends on factors such as the nature of the misrepresentation, the parties' reliance on it, and the circumstances of the case. Understanding the legal consequences of misrepresentation is crucial for parties entering into contracts and for resolving disputes arising from misrepresentation effectively.

35. Case Law: Smith v. Hughes (1871): In this landmark case, the court held that if one party's interpretation of a statement is unreasonable, they cannot claim to have been misled by it. This emphasizes the importance of the innocent party's reasonable reliance on the misrepresentation for the availability of rescission.

36. Doctrine of frustration of contract: a legal doctrine that permits parties to a contract to be relieved of the contractual obligations because of the occurrence of some event beyond their control that makes it impossible for them to perform the contract. True

37. The doctrine of frustration of contract provides an important legal remedy when unforeseen events make it impossible or impracticable to fulfill contractual obligations. It operates to terminate the contract automatically and releases both parties from their obligations. Understanding the principles and implications of frustration is essential for parties entering into contracts and for resolving disputes arising from unforeseen events effectively.

38. Doctrine of laches: a common-law doctrine that states that the neglect or failure to institute an action or lawsuit within a reason- able time period, together with prejudice suffered by the other party as a result of the delay, will result in the barring of the action. True

39. The doctrine of laches serves to prevent unfairness and inequity by prohibiting a party from asserting a claim after an unreasonable delay if the delay prejudiced the opposing party. Understanding the principles and application of laches is crucial for parties involved in legal disputes, as it can impact the outcome of legal proceedings and equitable remedies sought.

40. Due diligence: the attention and care that a reasonable person would exercise with respect to his or her concerns; the obligation to make every reasonable effort to meet one’s obligations. True

41. Due diligence is a fundamental concept in various fields, requiring individuals and organizations to exercise the level of care and attention that a reasonable person would in a given situation. It involves thorough research, analysis, and risk assessment to make informed decisions, fulfill obligations, and mitigate risks. Understanding and practicing due diligence is essential for success and compliance in business, finance, law, and other domains.

42. e-contracts: contracts where the entire contracting process takes place on the Internet; some- times used interchangeably with e-commerce. True

43. E-contracts represent a significant advancement in contract law and commercial practices, enabling parties to engage in transactions and agreements entirely online. While offering numerous benefits in terms of convenience, efficiency, and global reach, e-contracting also presents challenges related to legal compliance, security, and technical issues. Understanding the features, advantages, challenges, and legal considerations associated with e-contracts is essential for businesses, consumers, and legal practitioners navigating the digital economy.

44. Electronic agent: a computer program or other electronic means that can act (or respond to acts or documents) without review or oversight by an individual at the time the act or response occurs. True

45. Electronic agents play a vital role in automating tasks, processing data, and facilitating interactions in diverse domains, offering benefits in terms of efficiency, productivity, and innovation. Understanding the features, applications, legal considerations, and future trends associated with electronic agents is essential for businesses, policymakers, and society as a whole as we navigate the increasingly digital and autonomous landscape of the 21st century.

46. Express repudiation/ express breach: the failure or refusal to perform the obligations under a contract when they become due. True

47. Express repudiation or express breach occurs when a party clearly and explicitly communicates their refusal or failure to perform their contractual obligations when they become due. This breach often constitutes an anticipatory breach of contract and entitles the non-breaching party to pursue legal remedies for damages or termination of the contract. Understanding the characteristics, legal consequences, and evidentiary requirements associated with express repudiation is essential for parties involved in contractual relationships.

48. Gratuitous promise: A promise made by someone who receives consideration for it. False

49. A gratuitous promise is a promise made without any consideration. It is a promise made without receiving any consideration in return. Unlike contractual promises, gratuitous promises lack the element of consideration and are generally not legally binding. However, there are exceptions where a gratuitous promise may be enforceable under certain circumstances, such as promissory estoppel. Understanding the characteristics and legal implications of gratuitous promises is important for individuals engaging in informal agreements or promises.

50. In gratuitous promise a promise is made by someone who does not receive consideration for it. The price paid in return for the promise is called consideration. Previous statement is false.

51. Guarantor: a third party who gives a guarantee to the creditor of another person True

52. A guarantor is a third party who agrees to be responsible for the debt or obligation of another person or entity, known as the principal debtor, in the event of default. Guarantors play a crucial role in providing security to creditors and enhancing the creditworthiness of the principal debtor. Understanding the role, responsibilities, and legal implications of being a guarantor is important for individuals or entities considering entering into guarantee agreements.

53. Hyperlink: text or image on a web page that, when clicked on, takes the user to a linked page. True

54. Hyperlinks are clickable elements on web pages that allow users to navigate between different pages, websites, or resources on the internet. They are essential for facilitating information retrieval, cross-referencing, and online interaction, and form the foundation of the World Wide Web's interconnected structure. Understanding the types, syntax, and accessibility considerations associated with hyperlinks is crucial for creating accessible and user-friendly web content.

55. Implied repudiation: repudiation that is express and must be implied or deduced from the circumstances. False

56. Implied repudiation refers to a situation where one party's actions or conduct, rather than explicit statements, indicate an intention not to fulfill their contractual obligations. Implied repudiation occurs when a party's actions, conduct, or circumstances surrounding the contract imply an intention not to fulfill their contractual obligations, even without explicit statements to that effect. Understanding the indicators and legal implications of implied repudiation is essential for parties navigating contractual relationships and potential disputes.

57. Implied repudiation is a repudiation that is not express and must be implied or deduced from the circumstance. Previous statement is false.

58. Injunction: a court order that prohibits someone from doing some act or compels someone to do some act. True

59. Injunctions are powerful legal remedies that courts may issue to restrain or compel certain actions in civil disputes. Whether prohibitory or mandatory, injunctions play a critical role in preserving rights, preventing harm, and ensuring equitable relief where monetary damages would be insufficient. Understanding the types, standards, and enforcement mechanisms associated with injunctions is essential for parties involved in legal proceedings.

60. Interim injunction a temporary injunction granted by a court before the final determination of a lawsuit for the purpose of preventing irreparable injury. True

61. Interim injunctions play a crucial role in providing provisional relief to parties involved in legal disputes, helping to prevent irreparable harm, maintain the status quo, and preserve rights pending a final resolution of the case. Understanding the purpose, legal standards, and consequences associated with interim injunctions is essential for parties seeking or opposing such relief in legal proceedings.

62. Legal tender: notes (bills) issued by the Bank of Canada and coins issued by the Royal Canadian Mint, subject to certain restrictions. True

63. Legal tender in Canada consists of Canadian banknotes issued by the Bank of Canada and Canadian coins issued by the Royal Canadian Mint. While legal tender currency must generally be accepted for payment of debts and obligations, there may be restrictions or exemptions based on practical considerations or specific circumstances. Understanding the legal status and implications of legal tender is essential for businesses, individuals, and financial institutions operating within the Canadian economy.

64. Misrepresentation: a false statement that induces someone to enter into a contract True

65. Misrepresentation occurs when a party makes a false statement of fact that induces another party to enter into a contract. Understanding the types, characteristics, legal remedies, and defenses associated with misrepresentation is essential for parties involved in contractual relationships to protect their rights and interests.

66. Mitigate: to take steps to minimize or reduce the damages one will suffer as a result of another’s breach of contract. True

67. Mitigation involves the proactive efforts of an injured party to minimize or reduce the damages resulting from another party's breach of contract. Understanding the duty to mitigate, its key characteristics, and legal implications is essential for parties involved in contractual disputes to effectively manage and mitigate their losses.

68. Option to terminate: a term in a contract that allows one or both parties to discharge or terminate the contract before performance has been fully completed. True

69. An option to terminate is a contractual provision that grants one or both parties the right to end the contract prematurely, before all obligations have been fulfilled. Understanding the characteristics, types, legal implications, and considerations associated with termination options is essential for parties entering into contractual relationships to manage risks and preserve flexibility in their business dealings.

70. Past consideration: An act done, or something given before a contract is made, which by itself is not consideration for the contract. True

71. Past consideration refers to actions or benefits conferred by one party to another before the formation of a contract, which by themselves do not constitute valid consideration for the contract. Understanding the characteristics, legal implications, and limitations associated with past consideration is essential for parties entering into contractual relationships to ensure the validity and enforceability of their agreements.

72. Recital: a not part of a contract, at the beginning, that recites facts that establish the background of the parties and their purpose in entering into the contract. False

73. Recital is a part of a contract, at the beginning, that recites facts that establish the background of the parties and their purpose in entering into the contract. Previous statement is false.

74. Restitution: a remedy by which one seeks to rescind a contract; if granted, restitution restores the party, as far as possible, to the pre-contract position. True

75. Restitution is a legal remedy sought to rescind a contract and restore the parties to their pre-contractual positions, aiming to prevent unjust enrichment and rectify unfairness or mistakes. Understanding the purpose, process, and legal implications of restitution is essential for parties seeking to address contractual disputes and achieve equitable outcomes.

76. The most common remedy for breach of contract is the award of damages. Damages are a sum of money to compensate the injured party. True

77. Damages are the most common remedy for breach of contract, representing a monetary award intended to compensate the non-breaching party for the losses suffered as a result of the breach. Understanding the types, principles, and calculation of damages is essential for parties involved in contractual disputes to assess their rights and remedies effectively.

78. The terms of a contract doesn’t provide that one or both parties have the option to terminate or discharge the contract, usually upon terms such as notice or the payment of money. False

79. The terms of a contract can allow one or both parties to discharge or terminate the contract. Previous statement is false.

80. The terms of a contract may also include a condition precedent, the occurrence of which is necessary before the contract becomes enforceable. True

81. Condition precedents play a crucial role in contracts, acting as prerequisites that must be satisfied before the contract becomes enforceable. Understanding the characteristics, examples, legal implications, and drafting considerations associated with condition precedents is essential for parties entering into contractual relationships to ensure clarity, enforceability, and certainty regarding their obligations.

82. Under seal: bearing an impression made in wax or directly on paper, or affixed with a gummed paper wafer, to guarantee authenticity. True

83. Documents executed "under seal" carry greater formality and authenticity, often involving the affixation of a seal or other distinguishing mark to signify the parties' intention to create a legally binding agreement. While the use of seals has historical significance, modern practice and legal recognition may vary depending on jurisdictional requirements and statutory provisions governing the use of seals in contracts.

84. Void contract: A contract that does not exist at law because one or more essential elements of the contract are lacking; an unenforceable contract. True

85. A void contract is one that lacks one or more essential elements required for its formation, rendering it invalid and unenforceable from the beginning. Understanding the characteristics, examples, and legal consequences of void contracts is essential for parties entering into contractual relationships to ensure compliance with legal requirements and avoid entering into unenforceable agreements.

86. Waiver is a voluntary agreement to relinquish a right, such as a right under a contract.

87. Waiver is a voluntary agreement by which a party relinquishes a known right or privilege under a contract or legal agreement. Understanding the characteristics, examples, methods, and legal implications of waiver is essential for parties to make informed decisions regarding the relinquishment of rights and privileges in contractual and legal contexts.

88. Tort is a civil wrong done by one party to another for which the law awards damages; the law of torts is much older than the law of contracts, and it is from tort law that modern contract law developed.

89. Tort law is a foundational branch of law that addresses civil wrongs and injuries inflicted by one party upon another, providing remedies such as damages. Its historical development has influenced the evolution of modern legal systems and has contributed to the development of contract law, providing foundational principles and doctrines that continue to shape legal principles and remedies in both areas of law. Understanding the historical origins, key characteristics, and interrelation between tort law and contract law is essential for comprehensively grasping the legal framework governing civil wrongs and liabilities.

90. Movement is the discharge of one contract by its replacement with, or absorption into, an identical contract.

91. Movement in contract law typically refers to the transfer or assignment of rights, obligations, or interests under a contract from one party to another, often without altering the terms of the original contract. Understanding the principles and implications of movement is essential for parties involved in contract transactions and for legal professionals advising clients on matters of contract law and enforcement.

92. Adequate notice is the requirement for a party who wants to rely on an exclusion clause in a contract to bring the clause to the other party’s attention and explain its legal implications before the contract is signed.

93. Adequate notice is a fundamental requirement when one party seeks to rely on an exclusion clause in a contract. It ensures that the other party has a reasonable opportunity to understand the clause's legal implications before agreeing to the contract terms. Understanding the key characteristics, legal principles, and drafting considerations associated with adequate notice is essential for parties to effectively negotiate and enforce exclusion clauses in contractual relationships.

94. Equitable remedies are remedies developed by the court of equity that are based on fairness instead of the strict application of common law.

95. Equitable remedies are legal remedies developed by courts of equity to achieve fairness and justice in situations where common law remedies may be inadequate. They offer discretionary relief based on principles of fairness and flexibility, allowing courts to tailor remedies to fit the specific circumstances of each case. Understanding the characteristics, types, and application of equitable remedies is essential for parties seeking relief in legal disputes and for legal professionals navigating the complexities of equitable jurisprudence.

96. Liquidated damages are the damages that are easily determined from a fixed or measurable standard or can be assessed by calculating the amount owing from a mathematical formula or from circumstances where no subjective assessment has to be made.

97. Liquidated damages are a predetermined sum of money agreed upon by parties in a contract to compensate for a specific breach. They provide certainty and predictability in quantifying potential damages in advance and are enforceable if they meet legal criteria regarding reasonableness, certainty, and absence of penalty. Understanding the characteristics, types, and enforceability of liquidated damages clauses is essential for parties entering into contractual relationships and for legal professionals navigating breach of contract disputes.

98. Unjust enrichment doctrine is the principle that a person should not be permitted to inequitably gain a profit or benefit at the expense of another.

99. The doctrine of unjust enrichment is a fundamental principle of equity and fairness in legal relationships, preventing one party from unfairly benefiting at the expense of another. Through the application of restitutionary remedies and equitable considerations, courts seek to remedy unjust enrichment and restore parties to a fair and equitable position. Understanding the characteristics, examples, and legal remedies associated with unjust enrichment is essential for parties seeking relief in cases of unjust enrichment and for legal professionals navigating related legal disputes.

100. Warranty is a minor term of a contract, the breach of which does not defeat the purpose of the contract

101. In summary, a warranty in a contract is a promise or assurance made by one party regarding the quality, condition, or performance of goods or services being provided. Warranties are significant aspects of contracts that impact the parties' expectations and obligations, and breach of a warranty can have significant consequences. Understanding the types, characteristics, and importance of warranties is essential for parties entering into contracts and for legal professionals advising on contract matters.

102. Interim injunction is an injunction that directs a person not to do a certain thing.

103. An interim injunction is a temporary court order issued during the pendency of legal proceedings to preserve the rights of the parties and prevent irreparable harm. It can be either prohibitory, directing a party to refrain from certain actions, or mandatory, compelling a party to perform specific actions. Understanding the characteristics, legal standards, and enforcement mechanisms associated with interim injunctions is essential for parties involved in legal disputes and for legal professionals advising clients on litigation strategy.

104. Condition is a essential term of a contract, the breach of which denies the innocent party the benefit of the contract, or defeats the purpose of the contract.

105. A condition in a contract is an essential term upon which the validity or performance of the contract depends. The breach of a condition can have significant consequences, including denying the innocent party the benefit of the contract or defeating the contract's purpose. Understanding the characteristics, types, and legal remedies associated with conditions in contracts is essential for parties entering into contractual agreements and for legal professionals advising on contract matters.

106. Substantial performance is a performance of contractual obligations that does not entirely meet the terms of the contract but nevertheless confers a benefit on a party.

107. Substantial performance is a concept in contract law that acknowledges when a party has not fully met all the terms of a contract but has completed enough of their obligations to warrant payment or acceptance of the work. Understanding the characteristics, examples, and legal implications of substantial performance is essential for parties entering into contracts and for legal professionals advising on contract disputes involving partial fulfillment of obligations.

108. Unliquidated damages are the damages that cannot be fixed by a mathematical or measured calculation but require information from a source outside the contract.

109. Unliquidated damages are damages that cannot be precisely determined or fixed by a pre-established formula within the contract. They require assessment or determination by a court or other adjudicative body based on evidence presented and legal standards applied. Understanding the characteristics, examples, and legal implications of unliquidated damages is essential for parties involved in legal disputes and for legal professionals advising clients on matters involving claims for damages.

110. Mandatory injunction is an injunction that commands a person to do a certain thing.

111. A mandatory injunction is a court order that directs a party to perform a specific act or to take affirmative action. It is a form of equitable relief granted at the discretion of the court to address situations where mere monetary damages are insufficient to remedy the harm suffered by the aggrieved party. Understanding the characteristics, examples, and legal implications of mandatory injunctions is essential for parties involved in legal disputes and for legal professionals advising clients on matters requiring equitable remedies.

112. Interim injunction is an injunction that commands a person not to do a certain thing.

113. An interim injunction is a temporary court order issued during the pendency of legal proceedings to preserve the rights of the parties and prevent irreparable harm. It can be either prohibitory, directing a party to refrain from certain actions, or mandatory, compelling a party to perform specific actions. Understanding the characteristics, legal standards, and enforcement mechanisms associated with interim injunctions is essential for parties involved in legal disputes and for legal professionals advising on litigation strategy.

114. Anticipatory breach is a express repudiation that occurs before the time of performance of a contract.

115. An anticipatory breach occurs when one party to a contract explicitly or implicitly communicates their intention not to fulfill their contractual obligations before the time for performance arrives. Understanding the characteristics, examples, and legal implications of anticipatory breaches is crucial for parties entering into contracts and for legal professionals advising clients on contract disputes involving potential breaches of contract.

116. Browse-wrap contract is a transaction where there are additional terms or conditions inside the packaging or in documentation furnished after the purchase; the purchaser does not see these additional terms until after the transaction is completed.

117. A browse-wrap contract is a type of online agreement where users implicitly agree to the terms and conditions of a website or online service by browsing or using the site, without being required to actively acknowledge or agree to the terms. Understanding the characteristics, examples, and legal considerations of browse-wrap agreements is important for both website operators and users engaging in online transactions.

118. Penalty clause a term in a contract that imposes a penalty for default or breach.

119. A penalty clause in a contract imposes a specific punishment or financial consequence on a party for breach or default. While such clauses aim to deter breach, their enforceability may be subject to legal scrutiny, particularly if they are deemed unconscionable or disproportionate to the actual harm suffered. Understanding the characteristics, examples, and legal considerations of penalty clauses is essential for parties entering into contracts and for legal professionals advising on contract drafting and enforcement.

120. Adhesion contract is a standardized contract for goods or services offered to consumers on a non-negotiable or “take it or leave it” basis, without offering consumers the opportunity to bargain over the terms of the contract.

121. An adhesion contract is a standardized contract offered to consumers on a "take it or leave it" basis, without the opportunity for negotiation. Understanding the characteristics, examples, and legal considerations of adhesion contracts is essential for consumers and businesses alike when entering into contractual agreements.

122. Consequential damages are secondary damages that do not flow from the breach of contract but from the consequences of the breach, such as loss of future profits.

123. Consequential damages are secondary or indirect damages that arise as a consequence of a breach of contract, such as loss of future profits or other economic losses. Understanding the characteristics, examples, and legal considerations of consequential damages is crucial for parties involved in contract disputes and for legal professionals advising clients on matters of contract law and damages assessment.

124. Special performance is a remedy requiring the party who is in breach of a contract to perform his or her obligations under the contract.

125. Specific performance is a legal remedy that requires the breaching party in a contract dispute to fulfill their contractual obligations as specified in the agreement. Understanding the characteristics, examples, and legal considerations of specific performance is essential for parties involved in contract disputes and for legal professionals advising clients on matters of contract law and remedies.

126. Accord and satisfaction means of discharging a contract whereby the parties agree to accept some form of compromise or settlement instead of performance of the original terms of the contract.

127. Specific performance is a legal remedy that requires the breaching party in a contract dispute to fulfill their contractual obligations as specified in the agreement. Understanding the characteristics, examples, and legal considerations of specific performance is essential for parties involved in contract disputes and for legal professionals advising clients on matters of contract law and remedies.

128. Material alteration is a change in a contract that changes its legal meaning and effect; a change that goes to the heart or purpose of the contract

129. Material alteration refers to a significant change in a contract that alters its legal meaning or effect, often impacting the fundamental rights or obligations of the parties involved. Understanding the characteristics, examples, and legal considerations of material alteration is essential for parties entering into contracts and for legal professionals advising clients on matters of contract law and enforcement.

130. Symmetric cryptosystem is a form of electronic signature that uses an alphanumeric code known to both sender and recipient that allows the recipient to verify who the sender is.

131. A symmetric cryptosystem uses a single shared key for both encryption and decryption, whereas electronic signatures typically involve asymmetric cryptography, where a pair of keys is used for signing and verification. While symmetric encryption is efficient for securing data transmission, asymmetric cryptography is commonly used for digital signatures to provide authentication and non-repudiation in electronic transactions.

132. Click-wrap contract is a electronic transaction where the purchaser sees the terms and must click on an icon that indicates the purchaser has agreed to the terms before the transaction is completed; also called a “click-through” agreement

133. A click-wrap contract is an electronic transaction where the user must click on an icon or button to indicate their agreement to the presented terms and conditions before completing the transaction or accessing the content. Understanding the characteristics and usage of click-wrap agreements is essential for businesses engaging in online transactions and for users navigating digital platforms and services.

134. Browse-wrap contract is a electronic transaction where the purchaser is able to click and see the terms of a contract on a website, but is not required to read or agree to them to complete the transaction.

135. A browse-wrap contract is an online agreement where the terms and conditions of use are presented on a website, but the user's agreement to those terms is inferred from their use of the website rather than through explicit consent. Understanding the characteristics and legal considerations of browse-wrap agreements is important for both website operators and users engaging in online transactions and interactions.

136. REFERENCE Olivo, L. M., & Fitzgerald, J. (2013). Fundamentals of Contract Law (3rd ed.). Emond Montgomery.