Contract Law Vocabulary: Legal English Terms

acquiesce verbC2

To accept something passively or without protest, potentially losing the right to object.

By acquiescing in the late deliveries for months, the distributor weakened its claim for damages.

disclaim verbC1

To formally refuse to accept responsibility or liability for something.

The vendor disclaims any liability for losses arising from third-party integrations.

supersede verbC1

To replace and take the place of an earlier agreement or provision.

The entire agreement clause states that this contract supersedes all prior understandings between the parties.

adhesion nounC1

A standardised contract offered on a take-it-or-leave-it basis, leaving the weaker party no scope to negotiate its terms.

The court scrutinised the exclusion clause more closely because the policy was one of adhesion drafted entirely by the insurer.

apparent authority nounC1

Authority that a principal, by conduct, leads a third party reasonably to believe an agent possesses.

Though the manager lacked actual authority, his apparent authority bound the company to the supply contract.

assent nounC1

Agreement or approval expressed by a party to proposed terms.

Clicking 'I agree' was held to signify assent to the platform's terms of service.

attestation nounC1

The formal witnessing of a signature to confirm a document was duly executed.

The deed failed for want of proper attestation by an independent witness.

carve-out nounC1

An express exception that removes something from the scope of a broader clause.

We negotiated a carve-out so ordinary-course disclosures fall outside the confidentiality obligation.

escalation clause nounC1

A term permitting the contract price to rise in line with specified costs or an index.

An escalation clause tied the annual fee to the retail prices index.

escalator nounC1

A clause providing for automatic increases in price or payment in line with specified costs or indices.

The construction contract included a fuel escalator linked to the official diesel price index.

force majeure nounC1

A clause excusing performance when extraordinary events beyond a party's control intervene.

The supplier invoked force majeure when the port was shut by the embargo.

meeting of the minds nounC1

The parties' shared understanding of the terms to which they are agreeing.

Without a genuine meeting of the minds on quantity, the supposed sale was a nullity.

memorandum of understanding nounC1

A document setting out a mutual understanding, typically without binding legal force.

The parties signed a memorandum of understanding to frame their collaboration before the definitive agreement.

merger clause nounC1

A provision declaring the written contract the complete and final expression of the deal.

The merger clause shut out the buyer's reliance on oral assurances made during negotiations.

misrepresentation nounC1

A false statement of fact that induces someone to enter a contract.

The sale was voidable for misrepresentation about the mileage.

non-compete nounC1

A covenant restraining a party from competing for a period after the contract ends.

The twelve-month non-compete was enforceable because it went no further than protecting the goodwill sold.

renunciation nounC1

A party's clear indication by words or conduct that it will not perform its obligations.

Their email flatly refusing to ship amounts to a renunciation, so we can accept it and sue now.

repudiation nounC1

A party's clear refusal to perform its side of the bargain, entitling the other to terminate.

The manufacturer's flat refusal to ship amounted to a repudiation of the whole contract.

sunset clause nounC1

A provision setting a date on which a right or obligation automatically expires.

The indemnity is subject to a sunset clause and lapses eighteen months after completion.

tolling nounC2

The suspension or pausing of a limitation period by agreement or operation of law.

The parties signed a tolling agreement so they could negotiate without the limitation clock running.

extrinsic adjectiveC2

Coming from outside the document under consideration, such as negotiations or surrounding circumstances.

Because the clause was clear on its face, the judge declined to look at extrinsic material.

illusory adjectiveC1

Appearing to be a binding promise while in truth committing the promisor to nothing.

A promise to buy as many units as the buyer might wish was struck down as illusory for want of any real commitment.

indivisible adjectiveC1

Forming a single obligation that cannot be split into separately enforceable parts.

Because the contract was indivisible, the builder could recover nothing until the whole extension was complete.

injunctive adjectiveC2

Relating to a court order requiring a party to do or refrain from doing a specific act.

The confidentiality clause expressly preserved the right to seek injunctive relief without proof of loss.

inoperative adjectiveC1

Having no legal force or effect.

If the regulator withholds approval, the exclusivity provisions will be inoperative.

irrevocable adjectiveC1

Unable to be cancelled, withdrawn, or changed once given.

The seller provided an irrevocable letter of credit to secure its performance obligations.

promissory adjectiveC2

Containing or conveying a promise about future conduct.

The landlord's promissory assurance that rent would be reduced prevented it from claiming the full arrears.

remedial adjectiveC1

Intended to correct a breach or put right a defect.

The contractor was given fourteen days to submit a remedial plan for the failed cladding.

retroactive adjectiveC1

Taking effect from a date earlier than the date on which it is agreed.

The parties agreed a retroactive price adjustment covering the previous two quarters.

tacit adjectiveC1

Understood or implied from conduct without being openly stated.

The tribunal found a tacit extension of the contract after both sides kept performing past its expiry.

unequivocal adjectiveC1

Clear and leaving no doubt as to meaning or intention.

A waiver of rights requires an unequivocal representation by the party entitled to them.

forthwith adverbC2

Immediately and without delay.

Upon termination, the licensee shall forthwith return all confidential materials.

heretofore adverbC2

Before this time; up to now.

All agreements heretofore entered into between the parties are hereby terminated.

change of control clause phraseC1

A provision giving a counterparty rights, such as termination, if ownership or control of the other party changes.

Due diligence flagged a change of control clause in the key supply contract that the acquisition would trigger.

common mistake phraseC1

A shared and fundamental error by both parties about a basic fact that may render a contract void.

Both parties believed the painting was a genuine Constable, so the buyer pleaded common mistake when it proved to be a copy.

economic duress phraseC1

Illegitimate commercial pressure that leaves a party no practical choice but to agree, rendering the resulting contract voidable.

The shipbuilder argued economic duress after the supplier threatened to halt deliveries unless the price was doubled.

expectation loss phraseC1

Damages designed to put the claimant in the position it would have been in had the contract been properly performed.

Counsel quantified the expectation loss by reference to the profits the distributor would have earned over the remaining term.

liability cap phraseC1

A contractual ceiling on the total amount a party can be required to pay for breach or other liabilities.

The supplier insisted on a liability cap equal to twelve months' fees, with carve-outs for fraud and death or personal injury.

unilateral mistake phraseC1

An error made by one party about the terms of a contract which the other party knows of or ought to know of.

The court refused to hold the seller to a price of ten pounds per tonne, finding a unilateral mistake the buyer must have spotted.

wasted expenditure phraseC1

Costs a party incurred in performing or preparing to perform a contract that are rendered useless by the other party's breach.

The film company recovered its wasted expenditure on sets and crew after the lead actor walked out.