Glossary of Terms in Sales Law and Secured Transactions, Quizzes of Agricultural engineering

Download Glossary of Terms in Sales Law and Secured Transactions and more Quizzes Agricultural engineering in PDF only on Docsity! TERM 1 Acceptance DEFINITION 1 The offerees manifestation of assent to the terms of the offer, usually needed for a contract to arise. In the laws of sales: the buyers act of taking as the buyers own property the particular goods covered by the contract, whether by words or action or silence when it is time to speak under the U.C.C. TERM 2 After-Acquired Property Clause DEFINITION 2 A clause in a security agreement that gives a creditor a security interest in both present and future assets of the debtor instead of as security interest only in specific assets on hand at the creation of the secured transaction. TERM 3 Amicus Curiae DEFINITION 3 Friend of the court. A person or group with strong interest in or views on the subject matter of an action may petition the court for permission to file a brief, ostensibly on behalf of a party but actually to suggest a rationale consistent with its own views. Commonly filed in appeals concerning matters of broad public interest. TERM 4 Assignee DEFINITION 4 A person to whom an assignment is made TERM 5 Assignment DEFINITION 5 A transfer of rights, usually of contract rights TERM 6 Assignor DEFINITION 6 The maker of an assignment. TERM 7 Attachment DEFINITION 7 Seizure of property, through legal process, for the purpose of protecting the claim of a creditor. An attachment occurs at the outset of a lawsuit. TERM 8 Attachment of a Security Interest DEFINITION 8 In secured transactions, the name given to the process of creating (agreeing to) a security interest in personal property and of making it enforceable against the debtor. TERM 9 Bailment DEFINITION 9 A transaction in which the owner of personal property (bailor) retains title to it but puts someone else (bailee) in possession for a limited purpose such as repair or storage. TERM 10 Bill of Lading DEFINITION 10 A document of title issued by a railroad or other carrier that lists the goods accepted for transport and that sometimes states the terms of the shipping agreement. TERM 21 Debtor DEFINITION 21 The person who owes payment or performance of the obligation secured, whether or not he owns or has rights in the collateral. Where the collateral is owned by someone other than the person owning the obligation, the term debtor means (1) the owner of the collateral in provisions of the Article dealing with the collateral, (2) the obligator in provisions dealing with the obligation, and (3) both where the context requires. TERM 22 Debtor in Possession DEFINITION 22 In bankruptcy law, a debtor who is allowed to continue to operate the business after the commencement of bankruptcy proceedings. The debtor in possession has the rights and duties of a trustee in bankruptcy. TERM 23 Discharge DEFINITION 23 To extinguish an obligation, whether by performance or otherwise. TERM 24 Document of Title DEFINITION 24 A writing that is treated as adequately evidencing that the person in possession of it is entitled to receive, hold, and dispose of the document and the goods it covers, e.g., bills of lading, dock warrants, dock receipts, and warehouse receipts. TERM 25 Estoppel DEFINITION 25 Estoppel is a bar or impediment which precludes allegation or denial of a certain fact or state of facts, in consequence of previous allegation or denial or conduct or admission, or in consequence of a final adjudication of the matter in a court of law. TERM 26 Fiduciary Relationship DEFINITION 26 A relation between two persons regarding a business, contract, or property, or regarding the general business or estate of one of them, of such a character that each much repose trust and confidence in the other and must exercise a corresponding degree of fairness and good faith. TERM 27 Financing Statement DEFINITION 27 Is filed in the public records to give notice of the creditors security interest in collateral. TERM 28 Firm Offer DEFINITION 28 In the law of sales, an offer in which the offeror promises to hold the offer open, usually for a certain period of time. TERM 29 Fixture DEFINITION 29 An article that was personal property but which has been attached to real property with the intent that it become a permanent part of the real property. TERM 30 Floating Lien DEFINITION 30 A security interest in both present and future assets of the debtor instead of a security interest only in specific assets on hand at the creation of the secured transaction. TERM 31 Fraud DEFINITION 31 An intentional perversion of truth for the purpose of inducing another in reliance upon it to part with something of value or to surrender a legal right. A false representation of a matter of fact, whether by words or by conduct, by misleading or false allegations, or by concealment of that which should have been disclosed, which deceives and is intended to deceive another so that the person deceived shall act upon it to his or her legal injury. TERM 32 Fraudulent Transfer DEFINITION 32 In bankruptcy law, a transfer of property by the debtor within one year preceding bankruptcy, where the debtor was insolvent when the transfer was made and where the debtor received less than a reasonable equivalent value for the transfer. A fraudulent transfer can occur under circumstances other than those just described. TERM 33 Fungible DEFINITION 33 Equivalent. Goods are fungible if by their nature or by usage of trade one unit is the equivalent of any other unit, e.g., grain. TERM 34 Garnishment DEFINITION 34 A legal procedure by means of which a creditor acquires money or other property of a debtor where the property is in the hands of some other person, such as a bank or an employer. TERM 35 Goods DEFINITION 35 All things which are movable at the time the security interest attaches or which are fixtures, not including money, documents, instruments, accounts, chattel paper, general intangibles or minerals or the like (oil and gas) before extraction. Also includes standing timber to be cut and removed, the unborn young of animals and growing crops. TERM 46 In Re DEFINITION 46 In the matter; regarding. TERM 47 Instrument DEFINITION 47 A negotiable instrument or investment security or any other writing which evidences a right to the payment of money (and is not itself a security agreement or lease and is of a type which in the ordinary course of business is transferred by delivery with any necessary endorsement or assignment) TERM 48 Lien DEFINITION 48 A claim or charge against property. A lien may be imposed by contract but is usually allowed by law to secure, for example, the claims of mechanics or other artisans for work done on property, or to secure the claim of a government for unpaid taxes TERM 49 Merchant DEFINITION 49 In the law of sales, a person who deals in goods of the kind involved in the transaction. Also, a person who by occupation holds himself or herself out as having knowledge or skill peculiar to the practices or goods involved in the transaction and a person to whom such knowledge or skill may be attributed by his or her employment of an intermediary who by occupation holds himself or herself out as having such knowledge or skill. TERM 50 Preference DEFINITION 50 In bankruptcy law, a transfer of property by the debtor that enables an unsecured creditor to receive a greater percentage of his or her claim against the debtor than the creditor would have received in a distribution of the debtors assets pursuant to liquidation. TERM 51 Priority Claim DEFINITION 51 In bankruptcy law, an allowed, unsecured claim that is, by statute, to be paid before claims of lower rank may be paid. The Bankruptcy Code lists six classes or priority claims. TERM 52 Property DEFINITION 52 That which is peculiar or proper to any person, that which belongs exclusively to one, an aggregate of rights which are guaranteed and protected by the government. Subject to ownership, everything which has an exchangeable value. TERM 53 Real Property DEFINITION 53 Land and generally whatever is erected or growing upon or affixed to land TERM 54 Personal Property DEFINITION 54 Property subject to ownership not coming under the definition of real. TERM 55 Punitive Damages DEFINITION 55 Damages other than compensatory damages that may be awarded against a person to punish him for outrageous conduct and to set an example for potential wrongdoers. TERM 56 Purchase Money Security Interest DEFINITION 56 The UCC gives special treatment and priorities to a purchase money security interest. A security interest is a purchase money security interest to the extent that it is taken or retained: 1)By the seller of property to secure payment of the purchase price.2.By a financing agency providing funds presently for the borrower to acquire specific property. TERM 57 Quasi Contract DEFINITION 57 A restitutionary remedy for an obligation imposed by law, intended to prevent the unjust enrichment of a person upon whom a benefit has been conferred. Under the law of quasi contract, the plaintiff may recover the reasonable value of the property or services conferred, despite the absence of a contract. TERM 58 Reorganization Proceeding DEFINITION 58 In bankruptcy law, a proceeding in which a debtor firm and its creditors negotiate a plan for the adjustment and discharge of debts. A reorganization permits a financially troubled farm to stay in business while it undergoes a process of financial rebirth. TERM 59 Replevin DEFINITION 59 A personal action brought to recover possession of goods unlawfully taken. The word means a redelivery to the owner of the pledge or thing taken in distress TERM 60 Res Ispa Loquitur DEFINITION 60 A Latin expression meaning the thing (or incident) speaks for itself. TERM 71 Warranty DEFINITION 71 A statement, premise, or other representation that a thing has certain qualities or that seller has title to the thing. An obligation imposed by law that a thing will have certain qualities. Warranties made by means of a statement or other affirmation of fact are called express warranties. Warranties imposed by law are called implied warranties. In the law of sales, a warranty of merchantability, whether express or implied, assures the recipient that the goods are of fair, average quality. A sales warranty of fitness for a particular purpose assures the buyer that the goods are fit for the buyers particular purpose. TERM 72 With Reserve DEFINITION 72 With regard to auctions, an expression indicating that the auctioneer, on behalf of the owner, reserves the right to withdraw the goods from bidding TERM 73 Without Reserve DEFINITION 73 With regard to auctions, an expression indicating that the owner of the goods will sell them to any bidder no matter how low the bid is, if a bid is made within a reasonable time. TERM 74 Writ DEFINITION 74 A writing, issued by a court or other competent tribunal and directed to the sheriff or to some other officer, for the purpose of carrying out an order or sentence of the court. TERM 75 Appellee DEFINITION 75 the respondent (winner) in a case appealed to a higher court. TERM 76 Respondent DEFINITION 76 the winners at the lower court level TERM 77 Coase Theorem DEFINITION 77 A legal and economic theory that affirms that where there are complete competitive markets with no transactions costs, an efficient set of inputs and outputs to and from production-optimal distribution will be selected, regardless of how property rights are divided. Coase theorem asserts that when property rights are involved, parties naturally gravitate toward the most efficient and mutually beneficial outcome. TERM 78 Mandatory Authority DEFINITION 78 Precedents, in the form of prior decisions by a higher court of the same state on point, statutes, or other sources of law that must be considered by a judge in the determination of a legal controversy.Mandatory authority is synonymous with binding authority. TERM 79 Persuasive Authority DEFINITION 79 Sources of law, such as related cases or legal encyclopedias, that the court consults in deciding a case, but which, unlike binding authority, the court need not apply in reaching its conclusion. TERM 80 Remedy DEFINITION 80 A legal remedy (also judicial relief) is the means with which a court of law, usually in the exercise of civil law jurisdiction, enforces a right, imposes a penalty, or makes another court order to impose its will. TERM 81 Compensatory Damages DEFINITION 81 damages recovered in payment for actual injury or economic loss TERM 82 Punitive Damages DEFINITION 82 damages awarded in a lawsuit as a punishment and example to others for malicious, evil or particularly fraudulent acts. TERM 83 Injunction DEFINITION 83 a writ (order) issued by a court ordering someone to do something or prohibiting some act after a court hearing.