commercial transactions

Accept

See alsoAcceptance

Acceptance

Definition

Assent to the terms of an offer.  Acceptance must be judged objectively, but can either be expressly stated or implied by the offeree's conduct.  To form a binding contract, acceptance should be relayed in a manner authorized,...

Accession

Definition

1) In trusts and estates law, assets produced by a devised asset after the execution of a will. 

2) In secured transactions law, goods that physically united with other goods in a way that doesn't lose the identity of the original...

Adhesion Contract (Contract of Adhesion)

Overview

An adhesion contract (also called a "standard form contract" or a "boilerplate contract")  is a contract drafted by one party (usually a business with stronger bargaining power) and signed by another party (usually one...

Arm's Length

Definition

Of or relating to transactions between two parties who are independent and do not have a close relationship with each other. Presumably, these parties have equal bargaining power and are not subject to undue pressure or influence from...

Attorney Work Product

Definition

Written or oral materials prepared by or for an attorney in the course of legal representation, especially in preparation for litigation. Generally, an opposing party may not discover or compel disclosure of work product. In limited...

Banking

banking: an overview

Banks and bank accounts are regulated by both state and federal statutes. Bank accounts may be established by national and state chartered banks and savings associations. All are regulated by the law under which they were...

bargain

Definition from Nolo’s Plain-English Law DictionaryA mutual agreement between two parties that is voluntary and involves the exchange of consideration (money, goods, services, or a promise to do something). If the agreement involves an illegal transaction...

bilateral contract

Definition from Nolo’s Plain-English Law DictionaryA contract in which both parties exchange promises to perform. Compare: unilateral contract

Definition provided by Nolo’s Plain-English Law Dictionary.

bill of sale

Definition from Nolo’s Plain-English Law DictionaryA written statement attesting to the transfer (sale) of goods, possessions, or a business to a buyer. It is useful to show that the buyer now has ownership and to detail what was actually purchased. A...

Blue sky law

Definition

A state law that imposes standards for offering and selling securities.  Such laws aim to protect individuals from fraudulent or overly speculative investments. 

Overview

Originally prepared by Deepa Sarkar of the Cornell Law...

broker

Definition from Nolo’s Plain-English Law DictionaryA person or entity that arranges contracts (for real estate, insurance, stocks, and the like) between a buyer and seller for a commission. Brokers in many fields are regulated and licensed by each state...

Cargo Insurance

Definition

An insurance agreement to pay for freight that has been lost or damaged in transit, whether by land, air, or sea.

Check-flashing

Definition

See kiting.

Check-kiting

Definition

See kiting.

Collusive Bidding

An agreement among two or more competitors to change the bids they otherwise would have offered absent the agreement. Under Section 1 of the Sherman Antitrust Act, collusive bidding is per se illegal.

See Antitrust Law for more information.

Comaker

A person who cosigns a check, draft or other negotiable instrument with another person or persons.  Each comaker has a legal obligation to pay the entire amount due on the instrument, should one of the parties default. 

Conforming Goods

In sales law, goods that meet the specifications of the sales contract.

See [http://www.law.cornell.edu/ucc/2A/article2A.htm#s2A-103|UCC § 2A-103].

Debtor and Creditor

debtor and creditor: an overview

Debtor-creditor law governs situations where one party is unable to pay a monetary debt to another. There are three types of creditors. First are those who have a lien against a particular piece of property. This...

Deed of Trust

A Deed of Trust is a type of secured real-estate transaction that some states use instead of mortgages. See State Property Statutes.

A deed of trust involves three parties: a lender, a borrower, and a trustee. The lender gives the borrower money...

Drawer

The person who makes a Draft, directing the drawee (i.e., the Bank) to pay the specified sum to a third party (the payee).

Exclusive Dealing Arrangement

Definition

Exclusive dealing arrangements are essentially requirements contracts in which a seller agrees to sell all or a substantial portion of its products or services to a particular buyer, or when a buyer similarly agrees to purchase all or a...

Foreign Direct Investment

Foreign Direct Investment: An Overview

The International Monetary Fund (“IMF”) defines foreign direct investment (“FDI”) as a “cross-border investment” in which an investor that is “resident in one economy [has] control or a...

Horizontal Scheme

A cooperation agreement between competitors on the same level of commerce.  A horizontal scheme violates antitrust law if it involves price-fixing or any other recognized restraint on trade.  

See Antitrust Law

installment contract

Definition from Nolo’s Plain-English Law DictionaryAn agreement in which performance is done in installments. For example, where payments of money, delivery of goods, or performance of services are to be made in a series of payments, deliveries, or...

jobber

Definition from Nolo’s Plain-English Law DictionarySomeone who buys products (usually in bulk or lots) and then resells them to various retailers. This middleman generally specializes in specific types of products, such as auto parts, electrical and...

Kiter

Definition

A person who kites checks.

Illustrative caselaw

See, e.g. Williams v. United States, 458 U.S. 279 (1982).

See alsoNegotiable instruments

 

Kiting

Definition

A crime involving writing a check on an account, Account A, with insufficient funds and depositing it in another account, Account B, and then writing a check on Account B and depositing it in Account A to cover the first check written on...

Most Favored Nation

Definition

A clause frequently included in bilateral investment treaties ("BITs") which provides that a host state shall treat all of its trading partners equally. Under such a clause, if the host state lowers a tariff for one trading partner...

National treatment

Definition

A clause frequently included in bilateral investment treaties ("BITs") which provides that a host state shall treat foreign and domestic enterprises equally.

See also

Most favored nation

World Trade Organization: Trade without...

parol evidence rule

Overview

The parol evidence rule governs the extent to which parties to a case may introduce into court evidence of a prior or contemporaneous agreement in order to modify, explain, or supplement the contract at issue. The rule excludes the admission of...

Predatory pricing

Below-cost pricing intended to eliminate specific competitors and reduce overall competition.

See Antitrust for more information.

Qualified indorsement (endorsement)

Definition

An indorsement — the placement of a signature on the back of a negotiable instrument — coupled with an additional phrase, e.g. "without recourse" or "for deposit only," limiting the liability of the indorser (signer) in the event the...

Sales

Sales Law: an overview

Transactions for the sale and leasing of goods is governed mainly by sales laws of each state. Every state, with the exception of Louisiana, has adopted Article Two of the Uniform Commercial Code (UCC) as the main body of law...

Schechter Poultry Corp. v. United States (1935)

Definition

The Supreme Court case that invalidated as unconstitutional a provision of the National Industrial Recovery Act (NIRA) that authorized the President to approve “codes of fair competition” for the poultry industry and other industries...

Secured transactions

Secured Transaction Law: an overview

A security interest arises when, in exchange for a loan, a borrower agrees in a security agreement that the lender (the secured party) may take specified collateral owned by the borrower if he or she should default...

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