Chapter 2

Claimant – Person who is bringing a claim in civil law. The old term for claimant was plaintiff.

Court of Justice of the European Union – The superior court of the European Union.

Defendant – The person who is defending the claim in civil law or who is accused of breaking the criminal law.

European Court of Human Rights – The court that determines whether there has been a violation of the European Convention on Human Rights by a contracting state.

Prosecution – The Crown Prosecution Service (CPS) brings most criminal prosecutions. The CPS was established in 1986 as a result of the Prosecution of Offences Act 1986. Prior to this a prosecution would be brought by the police force where the offence was committed. There are other bodies in the United Kingdom which have powers to prosecute such as the RSPCA.

Separation of Powers – A theory that states that the powers of law making, governing the country and determining whether there has been a breach of the law must be carried out by three distinct branches of government.

Victim – The person who has made an allegation that the defendant has breached the criminal law and that they have suffered as a result.

Chapter 3

Bilateral contract – This is where an offer is made in return for a promise, i.e. 'I will give you £50 in return for your mobile phone'.

Express term – This is a term that the parties have agreed should be included in their contract.

Frustration – A contract will be discharged where it is frustrated. At common law frustrations only discharged contracts where it is no longer possible to perform the contract due to impossibility, illegality or where it has become something that is radically different from what the parties have undertaken in the contract

Implied term – This is a term that the parties have not agreed should apply and instead will apply to the contract because of the common law, custom or an Act of Parliament.

Innominate terms – A term that is not classified as either a condition or warranty and at breach the courts will determine whether the breach has deprived the innocent party of substantially the entire benefit of the contract. If it has deprived the innocent party of substantially the entire benefit of the contract, then the court will classify the term as a condition.

Offeree – The person to whom the offer is made and can choose whether to it accept it.

Offeror – The person who is making the offer.

Promisee – The person who wishes to enforce the promise and must provide consideration in return for the promised act.

Promisor – The person who is promising to do or to provide something.

Unilateral contract – This is where an offer is made in for the requested action to be performed by anyone who the offer is communicated to, i.e. a poster on a tree which states that 'I have lost my cat and will give you £50 if you find her'.

Void – Where a contract is void it is treated as if it never existed.

Voidable – Where a contract is voidable it will continue to exist unless the innocent party is able to persuade the court to set the contract aside.

Chapter 4

Battle of the forms – This is where both parties are determined to contract on their own standard form contracts and try to make the other party accept of their terms

Choice of Law – This means which countries law will govern the contract. It is important as every country will have it own law and the parties may not be familiar with another countries law. Where the parties are based within the European Union the Rome II Regulation will regulate which countries law will apply.

Choice of Jurisdiction – This means which countries courts will resolve the dispute. Where the parties are based within the European Union the Brussels I Regulation will regulate which court will have jurisdiction.

Conditions – An important term of the contract which if breached will permit the innocent party to repudiate the contract (i.e. bring it to an end) and/or claim damages.

Contract for the sale of goods – According to s.2(1) SGA 1979 'A contract of sale of goods is a contract by which the seller transfers or agrees to transfer the property in goods to the buyer for a money consideration, called the price.'

Express Terms – A term which the parties have expressly agreed. There can be express terms in both a written and an oral contract.

Implied Terms – A term implied into a contract by custom and practice, the common law and by statute.

Of the essence – You will remember from chapter 3 that there is a distinction between conditions and warranties. The phrase 'of the essence' means that the term is to be treated as a condition and permit the innocent party to discharge the contract.

Retention of Title Clause – The seller will be permitted to retain title to the goods whilst transferring the physical goods to the buyer. Title will pass to the buyer once he has paid the full purchase price to the seller.

Standard form contract – This type of contract contains the key terms and would be offered by a seller to all buyers of its products. The buyer would then contract on the seller's terms.

Specific goods – A definition is provided by s.61(1) SGA 1979 which states '"specific goods" means goods identified and agreed on at the time a contract of sale is made and includes an undivided share, specified as a fraction or percentage, of goods identified and agreed on as aforesaid'.

Unascertained goods – No definition is provided by the SGA 1979. Unascertained goods are those that are not identifiable or agreed upon at time of contract. An example of this would be a contract to purchase 100,000 cans of tinned fruit. The manufacturer would be able to supply any 100,000 cans that corresponded to the contractual description.

Warranties – A less important term of the contract which if breached will only permit the innocent party to claim damages.

Chapter 5

Conversion – The use of a chattel by someone who does not own it, or who does not have permission from its owner. The use will be for an act inconsistent with the rights of the chattel's owner.

Inducing a breach of contract – Where the defendant knowingly induces another party to breach its contract the claimant.

Passing Off – A tort designed to protect the goodwill or reputation in a particular goods or services provided by a business.

Private Nuisance – Liability arises where the defendant has unlawfully interfered with the claimant's enjoyment of her land.

Pure Economic Loss – A type of loss which is not consequential to personal injury or damage to property. It is purely concerned with loss of profits and as a general rule it is not recoverable.

Chapter 6

Agency – This is where an individual or business, known as the agent, will work on behalf of another person or business, known as the principal and will represent the principal when dealing with third parties.

Agency of Necessity – This is where the 'agent' is forced to take steps to look after the principal's property or to dispose of the principal's property in order to protect the principal's interest.

Agent – The party who acts on behalf of the principal. The agent can be vested with the authority to enter into contracts on the principal's behalf.

Apparent Authority – This is a form of estoppel based on whether the third party was led by the principal to believe that the agent had authority.

Bailment – This is where a person receives good (from the bailor) into his possession whether consensually (or sometimes non-consensually) he becomes a bailee and must look after these goods until he returns the goods to the bailor, or is directed by the bailor to give the goods to a third party.

Disclosed Principal – This is where the principal is disclosed the third party will know that they are dealing with the agent in his capacity as an agent.

Express Actual Authority – This is where an agent acts within the scope of the principal's express instructions.

Implied Actual Authority – Where an agent acts in accordance with what is required to achieve the task given to him by the principal, or the agent acts within the scope of what is usual for someone in his position to do.

Principal – The party for whom the agent acts. The agent will owe duties to the principal.

Third party – The party who has dealings with the agent and who the agent will contract with on behalf of the principal.

Undisclosed Principal – This is where the principal is undisclosed the third party will be unaware of the principal's existence.

Usual Authority – This is a controversial form of authority based solely on what would be usual for an agent occupying the agent's position to do.

Chapter 7

Contract of Employment – This is defined by s.230 (2) Employment Rights Act 1996 (ERA 1996): 'In this Act "contract of employment" means a contract of service or apprenticeship, whether express or implied, and (if it is express) whether oral or in writing.'

Direct discrimination – Section 13 prohibits direct discrimination. Direct discrimination occurs where the employer would treat an employee less favourably than she does or would treat another employee because of their protected characteristic.

Disability – Section 6 EA 2010 defines disability as a physical or mental impairment which has a substantial and long-term adverse effect on a person's ability to carry out normal day-today activities.

Employee – Section 230 (1) ERA 1996 provides a statutory definition of an employee: 'In this Act "employee" means an individual who has entered into or works under (or, where the employment has ceased, worked under) a contract of employment.'

Fixed Term Contract – A fixed-term contract will last for a predetermined amount of time. An example of someone on a fixed-term contract is a football manager or someone employed to cover maternity leave.

Mobility Clause – This enables the employer to ask an employee to work at another location other than the contractual place of work.

Prohibited conduct – The Equality Act 2010 prohibits conduct including direct discrimination, indirect discrimination, harassment and victimisation.

Redundancy – This occurs where the employer has dismissed an employee for reasons including the closure of a business or the employee's particular workplace, or where there is reduction in the need for what the work that the employee performs.

Restrictive Covenants – This is a restraint of trade and is intended to prevent the employee from competing with the employer once they have left their employment. Such a clause can prevent non-competition, non-poaching of colleagues and non-solicitation of clients.

Unfair dismissal – Where the employer dismisses an employee for a reason that is unfair, either in terms of the circumstances or the procedure used, the employee can claim that they have been unfairly dismissed. Unfair dismissal is a statutory claim. A dismissal for certain reasons will be automatically unfair.

Wrongful Dismissal – This is a common law claim for breach of contract that a worker or an employee can bring where they have been dismissed without receiving the correct notice period or the pay and other benefits due.

Chapter 8

Firm – This term refers to the persons who have entered into a partnership and they are referred to collectively as the firm.

Limited Partnership – A type of partnership where there is a distinction between the general members who have unlimited liability for the firm's debts and limited partners whose liability is limited to the extent of their capital contribution to the firm.

Partnership – This is a type of unincorporated business and is created where two or more persons carrying on a business together with the intention of making a profit.

Sole trader – A type of unincorporated business which is carried on by one person and who is personally liable for all liabilities. There is no distinction between the sole trader and the business.

Unincorporated business – A business that does not have a separate legal personality to that of its owners.

Chapter 9

Companies House – The public body that is responsible for the creation and the dissolution of companies. It stores information, which companies have a legal obligation to supply, and the public are able to view this this.

Director – A director is responsible for the management of the company. A court may hold that a person is a director regardless of the title that he holds.

Member – This refers to a shareholder. Members have certain rights under the Companies Act 2006.

Pre-Incorporation Contract – A contract entered into by the promoters prior to the incorporation of the company. The promoters will be personally liable on a pre-incorporation contract.

Promoter – A person who undertakes to establish a company and takes the steps that are necessary to achieve this.

Separate legal personality – A business that has been incorporated at Companies House will have a separate legal personality to that of its owners. This means that the business will be regarded as a distinct legal person and can enters into contracts, purchase property, employee people, sue and be sued.

Shareholder – A shareholder is a person who owns shares in a company. The shareholders may collectively own the company, but the company is legally distinct from them.

Subsidiary company – This is a company that is set up by a parent company to pursue a particular venture. The subsidiary company will protect the parent company from liability if the venture proves to be unsuccessful. The use of subsidiary companies is very common to shield the rest of the corporate group from financial loss and to minimise tax liability.

Veil of Incorporation – One of the key features an incorporated company is that the courts treat the company and its owners as separate legal persons. If the company has been properly incorporated then the courts will not treat the company's assets as belonging to its shareholders, or that the company's actions are those of the shareholders, nor will they hold that the shareholder are personally liable to the company's liabilities. The courts in certain circumstances can pierce the veil of incorporation.

Chapter 10

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