time is of the essence. Contractual requirement specifying that the date, deadline or time period referred to is a material term and that in case of breach (a delay) the innocent party has a right to terminate the contract.
a Romalpa clause. Provision of a contract (named after a particular party in a case) retaining title or ownership in property until payment is made for the goods.
without prejudice (in an offer of settlement). The related information or offer may not be used in court as evidence.
an invitation to treat. Invitation to make an offer.
garden leave. In employment contracts, the period after giving notice of termination during which the employer may require the employee not to come to work i.e. stay at home (or in the garden!)
a unilateral contract. Contract formed when an offer (in the form of a promise) to a person or group of persons is accepted not by a counter-promise, but is accepted by performance e.g. a reward.
an adhesion contract. A “take-it-or-leave-it” contract the individual terms of which are not available for negotiation.
the construction of a contract. The interpretation of a contract.
a Himalaya clause. A provision in a transportation contract extending liability limitations which benefit the carrier to others (third parties) who act as agents for the carrier.
a Chinese wall. Internal organizational and information barrier within an organization to prevent exchanges of information that could cause conflicts of interest.
pro rata . In proportion, accordingly.
rescission (of a contract). Ending of a contract ab initio (ex tunc) so that the parties are returned to the position they were before the contract started.
cancellation (of a contract). Termination of a contract for breach.
in camera. To the exclusion of the general public, in secret.
et al. And others, etc., and so on.
a non-reliance clause. A provision stating that in deciding to enter into a contract a party has not relied on any statements except those contained in the contract document.
avoid a contract. To render a contract void.
misrepresentation. False statement of fact made to the other party made before a contract is entered into and upon which the other party relies.
warranty. 1.Undertaking of fact (e.g. of quality or specifications) made under a contract or, 2. a non-material term.
rectification. Equitable remedy of correcting the wording of a contract document to reflect the true intentions of the parties.