Legal Terms

Contents

Contents............................................................................................................................................i

1. Assumpsit.................................................................................................................................1

2. At cross-purposes.....................................................................................................................1

3. Bona fide..................................................................................................................................1

4. Cause of action.........................................................................................................................1

5. Caveat emptor...........................................................................................................................2

6. Common mistake......................................................................................................................2

7. Consensus ad idem...................................................................................................................2

8. Consideration............................................................................................................................2

9. Contra perferentum...................................................................................................................2

10. Contract.................................................................................................................................3

11. Counter-offer........................................................................................................................3

12. Covenant...............................................................................................................................3

13. De minimis non curat lex......................................................................................................3

14. Estoppel................................................................................................................................3

15. Ex Aequo Et Bono................................................................................................................4

16. Fiduciary...............................................................................................................................4

17. Fiduciary relationship...........................................................................................................4

18. Force majeure.......................................................................................................................4

19. In pari delicto potior est conditio defendentis......................................................................5

20. Invitation to treat...................................................................................................................5

21. Liquidated damages..............................................................................................................5

22. Mutual mistake.....................................................................................................................5

23. Nemo dat quod non habet.....................................................................................................5

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24. Non Est Factum....................................................................................................................6

25. Novation...............................................................................................................................6

26. Nullity...................................................................................................................................6

27. Offer......................................................................................................................................6

28. Penalty..................................................................................................................................6

29. Plaintiff.................................................................................................................................7

30. Prima facie............................................................................................................................7

31. Privity...................................................................................................................................7

32. Promise.................................................................................................................................7

33. Promissory estoppels............................................................................................................7

34. Quantum meruit....................................................................................................................8

35. Quantum valebant.................................................................................................................8

36. Qui Facit Per Alium Facit Per Se.........................................................................................8

37. Ratification...........................................................................................................................8

38. Recognisance........................................................................................................................9

39. Repudiation...........................................................................................................................9

40. Rescind.................................................................................................................................9

41. Rescission.............................................................................................................................9

42. Restitutio in integrum...........................................................................................................9

43. Revocation..........................................................................................................................10

44. Set-off.................................................................................................................................10

45. Suggestio falsi.....................................................................................................................10

46. Suppressio veri....................................................................................................................10

47. Tautological........................................................................................................................10

48. Tort.....................................................................................................................................10

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49. Uberrimae Fide...................................................................................................................11

50. Ultra vires...........................................................................................................................11

51. Unequivocal........................................................................................................................11

52. Unilateral mistake...............................................................................................................11

53. Void....................................................................................................................................12

54. Voidable..............................................................................................................................12

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1. Assumpsit

Latin, He undertook or he promised. A promise by which someone assumes or undertakes an

obligation to another person.

2. At cross-purposes

Having or acting under a misunderstanding of each other's purposes/promises

3. Bona fide

adj. Latin for "good faith," it signifies honesty, the "real thing" and, in the case of a party
claiming title as bona fide purchaser or holder, it indicates innocence or lack of knowledge of
any fact that would cast doubt on the right to hold title.

4. Cause of action

n. the basis of a lawsuit founded on legal grounds and alleged facts which, if proved, would
constitute all the "elements" required by statute. Examples: to have a cause of action for breach
of contract there must have been an offer of acceptance; for a tort (civil wrong) there must have
been negligence or intentional wrongdoing and failure to perform; for libel there must have been
an untruth published which is particularly harmful; and in all cases there must be a connection
between the acts of the defendant and damages. In many lawsuits there are several causes of
action stated separately, such as fraud, breach of contract, and debt, or negligence and intentional
destruction of property.
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5. Caveat emptor

Latin for "let the buyer beware." The basic premise that the buyer buys at his/her own risk and
therefore should examine and test a product himself/herself for obvious defects and
imperfections. Caveat emptor still applies even if the purchase is "as is" or when a defect is
obvious upon reasonable inspection before purchase.

6. Common mistake

Where the parties are in agreement but make the same mistake

7. Consensus ad idem

Latin: consent to the same thing

8. Consideration

n. a vital element in the law of contracts, consideration is a benefit which must be bargained for
between the parties, and is the essential reason for a party entering into a contract. Consideration
must be of value (at least to the parties), and is exchanged for the performance or promise of
performance by the other party (such performance itself is consideration). In a contract, one
consideration (thing given) is exchanged for another consideration.

9. Contra perferentum

Latin meaning “against the one making the point”. The rule that an ambiguity in a document is
construed against the party who drafted it
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10. Contract

n. 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.

11. Counter-offer

n. an offer made in response to a previous offer by the other party during negotiations for a final
contract. Making a counter offer automatically rejects the prior offer, and requires an acceptance
under the terms of the counter offer or there is no contract.

12. Covenant

n. a promise in a written contract.

13. De minimis non curat lex

Latin meaning “The law does not concern itself with trifles”; - a principle of law, that even if a
technical violation of a law appears to exist according to the letter of the law, if the effect is too
small to be of consequence, the violation of the law will not be considered as a sufficient cause
of action, whether in civil or criminal proceedings.

14. Estoppel

n. a bar or impediment (obstruction) which precludes a person from asserting a fact or a right or
prevents one from denying a fact. Such a hindrance is due to a person's actions, conduct,
statements, admissions, failure to act or judgment against the person in an identical legal case.
Estoppel includes being barred by false representation or concealment (equitable estoppel),
failure to take legal action until the other party is prejudiced by the delay (estoppel by laches),
and a court ruling against the party on the same matter in a different case (collateral estoppel).
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15. Ex Aequo Et Bono

Latin: in justice and fairness. Something to be decided ex aequo et bono is something that is to
be decided by principles of what is fair and just.

16. Fiduciary

n. from the Latin fiducia, meaning "trust," a person (or a business like a bank or stock brokerage)
who has the power and obligation to act for another (often called the beneficiary) under
circumstances which require total trust, good faith and honesty.

17. Fiduciary relationship

n. where one person places complete confidence in another in regard to a particular transaction or
one's general affairs or business. The relationship is not necessarily formally or legally
established as in a declaration of trust, but can be one of moral or personal responsibility, due to
the superior knowledge and training of the fiduciary as compared to the one whose affairs the
fiduciary is handling.

18. Force majeure

French for "superior force", also known as cas fortuit (French) or casus fortuitus (Latin), is a
common clause in contracts that essentially frees both parties from liability or obligation when
an extraordinary event or circumstance beyond the control of the parties, such as a war, strike,
riot, crime, or an event described by the legal term "act of God" (such as flooding, earthquake, or
volcanic eruption), prevents one or both parties from fulfilling their obligations under the
contract
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19. In pari delicto potior est conditio defendentis

Latin: When both parties are in equal wrongdoing the defendant’s case is the stronger.

20. Invitation to treat

Phrase: An expression of willingness to negotiate. A person making an invitation to treat does

not intend to be bound as soon as it is accepted by the person to whom the statement is
addressed.

21. Liquidated damages

n. an amount of money agreed upon by both parties to a contract which one will pay to the other
upon breaching (breaking or backing out of) the agreement or if a lawsuit arises due to the
breach.

22. Mutual mistake

Both parties make separate mistakes. When this occurs, the parties had not reached agreement
and hence a contract was never formed.

23. Nemo dat quod non habet

Latin for "no one [can] give what he does not have". It is a legal rule that states that the purchase
of a possession from someone who has no ownership right to it also denies the purchaser any
ownership title.
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24. Non Est Factum

Latin for not his deed and a special defense in contract law to allow a person to avoid having to
respect a contract that she or he signed because of certain reasons such as a mistake as to the
kind of contract.

25. Novation

n. agreement of parties to a contract to substitute a new contract for the old one. It extinguishes
(cancels) the old agreement.

26. Nullity

n. something which may be treated as nothing, as if it did not exist or never happened. This can
occur by court ruling or enactment of a statute

27. Offer

n. a specific proposal to enter into an agreement with another. An offer is essential to the
formation of an enforceable contract. An offer and acceptance of the offer creates the contract.

28. Penalty

n. an amount agreed in advance if payment or performance is not made on time, such as a "late
payment" on a promissory note or lease, or a financial penalty for each day a building contractor
fails to complete a job.
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29. Plaintiff

n. the party who initiates a personal action or lawsuit by filing a complaint against the
defendant(s) demanding damages, performance and/or court determination of rights.

30. Prima facie

adj. Latin for "at first look," or "on its face," referring to a lawsuit or criminal prosecution in
which the evidence before trial is sufficient to prove the case unless there is substantial
contradictory evidence presented at trial.

31. Privity

n. contact, connection or mutual interest between parties. The term is particularly important in
the law of contracts, which requires that there be "privity" if one party to a contract can enforce
the contract by a lawsuit against the other party.

32. Promise

1) n. a firm agreement to perform an act, refrain from acting or make a payment or delivery. In
contract law, if the parties exchange promises, each promise is "consideration" (a valuable item)
for the other promise. Failure to fulfill a promise in a contract is a breach of the contract, for
which the other party may sue for performance and/or damages. 2) v. to make a firm agreement
to act, refrain from acting or make a payment or delivery.

33. Promissory estoppels

n. a 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. In order to see that justice is done a judge will preclude the
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maker of the statement from denying it. Thus, the legal inability of the person who made the
false statement to deny it makes it an enforceable promise called "promissory estoppel," or an
"equitable estoppel."

34. Quantum meruit

n. Latin for "as much as he deserved," the actual value of services performed. Quantum meruit
determines the amount to be paid for services when no contract exists or when there is doubt as
to the amount due for the work performed but done under circumstances when payment could be
expected.

35. Quantum valebant

Latin meaning As much as they were worth: The reasonable worth of goods or services, used to
compute fair and reasonable damages; the market value. A common-law action of assumpsit for
items sold and delivered, in order to recover proper and appropriate payment for same.

36. Qui Facit Per Alium Facit Per Se

Latin: He who acts through another, acts himself.

37. Ratification

n. confirmation of an action which was not pre-approved and may not have been authorized,
usually by a principal (employer) who adopts the acts of his/her agent (employee).
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38. Recognisance

n. A recorded obligation, entered into before a tribunal, in which an individual pledges to

perform a specific act or to subscribe to a certain course of conduct

39. Repudiation

n. denial of the existence of a contract and/or refusal to perform a contract obligation.

Repudiation is an anticipatory breach of a contract.

40. Rescind

v. to cancel a contract, putting the parties back to the position as if the contract had not existed.
Both parties rescind a contract by mutual agreement, since a unilateral cancellation of a contract
is a "breach" of the contract and could result in a lawsuit by the non-cancelling party.

41. Rescission

n. the cancellation of a contract by mutual agreement of the parties.

42. Restitutio in integrum

Latin phrase meaning ‘returning everything to the state as it was before’. The principle that the
amount of damages awarded should restore the claimant to the position that they would be in had
the tort not been committed
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43. Revocation

n. cancellation of a contract by the parties to it.

44. Set-off

(offset) n. a claim by a defendant in a lawsuit that the plaintiff (party filing the original suit)
owes the defendant money which should be subtracted from the amount of damages claimed by
plaintiff. By claiming a set-off the defendant does not necessarily deny the plaintiff's original
demand, but he/she claims the right to prove the plaintiff owes him/her an amount of money
from some other transaction and that the amount should be deducted from the plaintiff's claim.

45. Suggestio falsi

Latin phrase meaning suggestion of something which is untrue.

46. Suppressio veri

Latin phrase meaning concealment of truth. In general a suppression of the truth, when a party is
bound to disclose it, vitiates a contract

47. Tautological

adj. Needless repetition of the same sense in different words

48. Tort

n. from French for "wrong," a civil wrong or wrongful act, whether intentional or accidental,
from which injury occurs to another. Torts include all negligence cases as well as intentional
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wrongs which result in harm. Therefore tort law is one of the major areas of law (along with
contract, real property and criminal law) and results in more civil litigation than any other
category. Some intentional torts may also be crimes, such as assault, battery, wrongful death,
fraud, conversion (a euphemism for theft) and trespass on property and form the basis for a
lawsuit for damages by the injured party. Defamation, including intentionally telling harmful
untruths about another-either by print or broadcast (libel) or orally (slander)-is a tort and used to
be a crime as well.

49. Uberrimae Fide

Latin: of the utmost good faith. A contract in which knowledge of the material fact(s) lies with
one party alone; that party is under a duty to make a full disclosure of these facts, and failure to
do so makes the contract voidable.

50. Ultra vires

adj. Latin for "beyond powers," in the law of corporations, referring to acts of a corporation
and/or its officers outside the powers and/or authority allowed a corporation by law.

51. Unequivocal

Adj. Leaving no doubt

52. Unilateral mistake

Where a mistake is made by one party only

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53. Void

adj. referring to a statute, contract, ruling or anything which is null and of no effect. A law or
judgment found by an appeals court to be unconstitutional is void, a rescinded (mutually
cancelled) contract is void, and a marriage which has been annulled by court judgment is void.

54. Voidable

adj. capable of being made void. Example: a contract entered into by a minor under 18 is
voidable upon his/her reaching majority, but the minor may also affirm the contract at that time.
"Voidable" is distinguished from "void" in that it means only that a thing can become void but is
not necessarily void.