Course of Dealing

What has been done by the parties in the past

Cure

Seller delivers conforming goods before contract deadline, after buyer rejects non-conforming goods

Cover

Buyer obtains substitute goods

Tender Performance

Party’s indication that he is ready, willing, and able to perform

Frustration of Purpose

Contact has no remaining value for party due to an unanticipated event

Interchangeable

Fungible

Perfect Tender Rule

Buyer has reasonable time to reject goods that fail, in any respect, to conform to the contract

Satisfaction Clause

Contract provision requiring performance to the satisfaction of a specified individual

Anticipatory Breach

Belief that other party will not perform

Release

Discharge

Major Breach

Substantial breach of contract, usually excusing other party from further performance; see Material Breach

Insolvency

Unable to pay debts

Repudiation

A party’s words or actions indicating intention not to perform the contract

Perfect Performance

No deviations from contract; see Strict Performance

Assurance

A pledge or guarantee that gives confidence or security

Title

Ownership

Substantial Performance

Only minor deviations from contact specification; acceptable in most service contracts

Qui tam

Lawsuit in which a whistleblower can obtain reward for exposing misconduct involving government contracts.

Material Breach

Substantial breach of contract usually excusing other party from further performance; see Major Breach

Novation

New contract, involving new parties; cancels earlier contract

Force Majeure

Contract provision excusing performance for an event such as “act of God,” fire, labor dispute, accident, or transportation difficulty

Insecure Party

Party has good-faith belief that performance by other party is unlikely

Objective Impossibility

Impossibility in an objective sense; not personal

Tender

To make available

Mitigate

Limit or reduce damages

Strict Performance

No deviations from contract expectations; see Perfect Performance

Rescission

Mutual agreement to cancel

Bailee

Person, other than owner, who is in possession of goods under an arrangement called a bailment

Commercial Impracticability

A party may be excused from contract obligations if an unforeseen circumstance makes performance impracticable

Identified

Goods designated as the particular goods being sold

Sale or return

Seller delivers goods to buyer who resells or returns them to seller; buyer takes title until sale or return

Trade Usage

Industry standards for permissible deviations from specifications

Time is of the essence

Any performance delay constitutes breach