NEGOTIABLE INSTRUMENTS TRANSLATION English Italian Bearer Portatore, Possessore Certificate of Deposit Certificato di Deposito Check Assegno Commercial Paper Effetti e Titoli di Credito Negoziabili Discharge Pagare, Estinguere Dishonor Mancata Pagamento, Mancata Accettazione Draft Titolo di Credito, Ordine di Pagamento Endorsement Firma Good Faith Buono Fede Holder Detentore Holder in Due Course Detentore in Buono Fede, Detentore a Pieno Titolo Instrument Titolo, Titolo di Credito Negotiable Negoziabile Negotiable Instrument Strumento Negoziabile Negotiable Instruments Law Legge Cambiaria Note Titolo Notice Notificazione Order Ordine di Pagamento, Mandato di Pagamento Overdue Scaduto, Non pagato entro i termini stability Payee Beneficiario Personal Defense Difesa personale, Difesa private Primarily Liable Rispondere in Proprio, Rispondere di Persona Promisor Promettitore Promissory Note Paghero, Lettera di Cambio Real Defense Difesa Actuale Secondarily Liable Obbligazione Accessoria Unconditional Writing Scrittura assoluto
CONTRACTS LAW TERMINOLOGY Acceleration Clause A provision in a contract that if some specified event occurs then the entire amount is due also at that time. It accelerates the due date for payment. Acceptance Agreeing verbally or in writing to the terms of a contract, which is one of the requirements to show there, was a contract. A written offer can be accepted only in writing. Accord and Satisfaction An agreement to accept less than is legally due in order to conclude the matter. Adhesion Contract A contract (often a signed form) so unfairly balanced in favor of one party over the other that there is a strong implication it was not freely bargained. Agreement Any meeting of the minds. Anticipatory Breach When a party to a contract repudiates his/her obligations under that contract before fully performing those obligations. Bargain A mutual agreement or contract between two parties which is voluntary and involves the exchange of consideration. Breach of Contract Failing to perform any term of a contract, written or oral, without a legitimate legal excuse. Compensatory Damages Damages recovered in payment for actual injury or economic loss. Consequential Damages Damages claimed which were caused as a direct foreseeable result of wrongdoing. Consideration Consideration is a benefit which must be bargained for between the parties, and is the essential reason for a party entering into a contract. Contract An agreement with specific terms between two or more persons or entities in which there is a promise to do something in return for a valuable benefit known as consideration. The existence of a contract requires finding the following factual elements: a) an
offer; b) an acceptance of that offer which results in a meeting of the minds; c) a promise to perform; d) a valuable consideration (which can be a promise or payment in some form); e) a time or event when performance must be made (meet commitments); f) terms and conditions for performance, including fulfilling promises; g) performance, if the contract is "unilateral". Damages The amount of money which a plaintiff may be awarded in a lawsuit. There are many types of damages. Earnest Payment A deposit paid to demonstrate commitment and to bind a contract, with the remainder due at a particular time. Equitable Estoppel Where a court will not grant a judgment or other legal relief to a party who has not acted fairly. Express Contract A contract in which all elements are specifically stated and usually written. Firm Offer An offer (usually in writing) which states it may not be withdrawn, revoked or amended for a specific period of time. Illusory Promise Implied Contract Implied Covenant of Good Faith and Fair Dealing An agreement to do something that is so indefinite one cannot tell what is to be done or the performance is optional. An agreement which is found to exist based on the circumstances. A general assumption of the law of contracts, that people will act in good faith and deal fairly without breaking their word.
Implied Warranty An assumption at law that products are "merchantable," meaning they work and are useable as normally expected by consumers. Impossibility When an act cannot be performed due to nature, physical impediments or unforeseen events. Installment Contract An agreement in which payments of money, delivery of goods or performance of services are to be made in a series of payments, deliveries or performances, usually on specific dates or upon certain happenings. Intent Mental desire and will to act in a particular way. Liability Liability means legal responsibility for one's acts or omissions. Liquidated Damages An amount of money agreed upon by both parties to a contract which one will pay to the other upon breaching the agreement or if a lawsuit arises due to the breach. Mailbox Rule Making a written offer or acceptance of offer valid if sent in the mail, with postage, within the time in which the offer must be accepted, unless the offer requires acceptance by personal delivery on or before the specified date. Meeting of the Minds When two parties to an agreement both have the same understanding of the terms of the agreement. Mistake An error in comprehending facts, meaning of words or the law, which causes one party or both parties to enter into a contract without understanding the obligations or results. Mitigation of Damages The requirement that someone injured by another's breach of contract must take reasonable steps to reduce the damages, injury or cost, and to prevent them from getting worse.
Nominal Damages A small amount of money awarded to a plaintiff in a lawsuit to show he/she was right but suffered no substantial harm. Novation Agreement of parties to a contract to substitute a new contract for the old one. Offer Specific proposal to enter into an agreement with another. Offeree A person or entity to whom an offer to enter into a contract is made by another. Offeror A person or entity who makes a specific proposal to another to enter into a contract. Oral Contract An agreement made with spoken words and either no writing or only partially written. Output Contract An agreement in which a producer agrees to sell its entire production to the buyer, who in turn agrees to purchase the entire output, whatever that is. Parol Evidence Rule If there is evidence in writing, the terms of the contract cannot be altered by evidence of oral (parol) agreements. Partial Breach The failure to meet a term of a contract which is so minimal that it does not cause the contract to fail or justify breach (breaking the contract) by the other contracting party. Performance Fulfillment of one's obligations required by contract. Personal Services The talents of a person which are unusual, special or unique and cannot be performed exactly the same by another. Power of Acceptance The ability to accept an offer and thus create a binding contract. Promissory Estoppel False statement treated as a promise by a court when the listener had relied on what was told to him/her to his/her disadvantage. Punitive Damages Damages awarded in a lawsuit as a punishment and example to others.
Quasi Contract A situation in which there is an obligation as if there was a contract, although the technical requirements of a contract have not been fulfilled. Reasonable Time Common custom in the business or under the circumstances will define "reasonable time" to perform or pay. Release To give up a right as releasing one from his/her obligation to perform under a contract. Reliance If someone takes some steps in reliance on the other's statement, claim or promise then the person upon whom the actor relied is entitled to contend there is a contract he/she can enforce. Remedy The means to achieve justice in any matter in which legal rights are involved. Repudiation Denial of the existence of a contract and/or refusal to perform a contract obligation. Requirements Contract A contract between a supplier (or manufacturer) and a buyer, in which the supplier agrees to sell all the particular products that the buyer needs, and the buyer agrees to purchase the goods exclusively from the supplier. A requirements contract differs from an "an output contract," in which the buyer agrees to buy all the supplier produces. Rescind To cancel a contract, putting the parties back to the position as if the contract had not existed. Rescission The cancellation of a contract by mutual agreement of the parties. Revocation The mutual cancellation of a contract by the parties to it or withdrawing an offer before it is accepted. Satisfaction Receiving payment or performance of what is due under the contract. Severable Contract An agreement which is made up of several separate contracts between the same parties, such as series of sales, shipments or different pieces of
equipment. Specific Performance The right of a party to a contract to demand that the defendant be ordered in the judgment to perform the contract. Substantial Performance Fulfillment of the obligations agreed to in a contract, with only slight variances from the exact terms and/or unimportant omissions or minor defects. Time is of the Essence Phrase often used in contracts which in effect says: the specified time and dates in this agreement are vital and thus mandatory. Timely Within the time required by the contract, statute or court rules. Unconscionable Referring to a contract or bargain which is so unfair to a party that no reasonable or informed person would agree to it. Undue Influence The amount of pressure which one uses to force someone to sign a contract. Uniform Commercial Code (UCC) Set of statutes governing the conduct of business, sales, warranties, negotiable instruments, loans secured by personal property and other commercial matters, which has been adopted with minor variations by all states except Louisiana. Unilateral Contract Agreement to pay in exchange for performance. Void Referring to a contract which is null and of no effect. Voidable Capable of being made void. Waiver The intentional and voluntary giving up of something, such as a right, either by an express statement or by conduct. Warranty A written statement of good quality of merchandise, clear title to real estate or that a fact stated in a contract is true. An "express warranty" is a definite written statement and "implied warranty" is based on the circumstances surrounding the sale or the creation of the contract.