Term | Definition |
privity of contract | The relationship that exists between the promisor and the promisee of a contract. |
assignment | The transfer to another of all or part of one’s rights arising under a contract. |
assignor | A party who transfers (assigns) his rights under a contract to another party (called the assignee). |
assignee | A party to whom rights under a contract are transferred, or assigned. |
obligee | One to whom an obligation is owed. |
obligor | One who owes an obligation to another. |
alienation | The transfer of land out of one’s possession (thus ---ing the land from oneself). |
delegation of duties | The transfer to another of all or part of one’s duties arising under a contract. |
delegator | A party who transfers (delegates) his obligations under a contract to another party (called the delegatee). |
delegatee | A party to whom contractual obligations are transferred, or delegated. |
third party beneficiary | One for whose benefit a promise is made in a contract but who is not a party to the contract. |
intended beneficiary | A third party for whose benefit a contract is formed. Can sue the promisor if the contract is breached. |
incidental beneficiary | A third party who benefits from a contract even though the contract was not formed for that purpose. Has no rights in the contract and cannot sue to have it enforced. |
discharge | The termination of an obligation, such as occurs when the parties to a contract have fully performed their contractual obligations. |
performance | The fulfillment of one’s duties under a contract—the normal way of discharging one’s contractual obligations. |
condition | A qualification, provision, or clause in a contractual agreement, the occurrence or nonoccurrence of which creates, suspends, or terminates the obligations of the contracting parties. |
condition precedent | A condition in a contract that must be met before a party’s promise becomes absolute. |
condition subsequent | A condition in a contract that, if it occurs, operates to terminate a party’s absolute promise to perform. |
concurrent conditions | Conditions that must occur or be performed at the same time—they are mutually dependent. No obligations arise until these conditions are simultaneously performed. |
tender | An unconditional offer to perform an obligation by a person who is ready, willing, and able to do so. |
breach of contract | The failure, without legal excuse, of a promisor to perform the obligations of a contract. |
anticipatory repudiation | An assertion or action by a party indicating that he will not perform a contractual obligation. |
novation | The substitution, by agreement, of a new contract for an old one, with the rights under the old one being terminated. |
impossibility of performance | A doctrine under which a party to a contract is relieved of his duty to perform when performance becomes objectively impossible or totally impracticable. |
commercial impracticability | A doctrine that may excuse the duty to perform a contract when performance becomes much more difficult or costly due to forces that neither party could control or contemplate at the time the contract was formed. |
frustration of purpose | A court-created doctrine under which a party to a contract will be relieved of his duty to perform when the objective purpose for performance no longer exists (due to reasons beyond that party’s control). |