Business Law
Dictionary
BUSINESS
��������������������������
Business Law Dictionary
abandonment In trademark law, a situation in which the owner of a
trademark or service mark does not use the mark for a long time or does
not object to the unauthorized use of the mark by others. An owner who
abandons a trademark loses his or her exclusive rights to it.
acceptance In contracts, agreeing verbally or in writing to the terms. This
is one of the requirements for making a valid contract (i.e., an offer, an
acceptance of that offer, and a consideration). A written offer can be accepted
only in writing.
accord and satisfaction An agreement to accept less than is legally due
in order to conclude a dispute. The new agreement (i.e., the accord) and the
payment (i.e., the satisfaction, when made) replace the original obligation.
See novation.
account stated A statement between a creditor and a debtor that a stated
amount is owed as of a stated date. The statement may be a bill, invoice or
summary of invoices that the debtor may agree to pay either in whole or in
part.
accounts payable The bills or invoices that are owed by a business.
accounts receivable The bills or amounts that are due or owed to a
business by customers. In general, this term refers to the total amount owed
and is used in calculating the value of a business or the likelihood of the
business being able to pay its own debts. Calculating receivables involves
evaluating each customer’s payment history and the age of the debt.
accrue Growing or adding to, such as accumulating interest on a debt. Also,
the circumstances that allow the bringing of a lawsuit. For example, the right
to sue on a contract accrues only if the other party breaches or repudiates it.
act of God An unusual and unexpected natural event (e.g., hurricane,
earthquake, sudden death), which may be a defense against liability for
injuries or damages, or for not fulfilling a contract. Under the law of contracts,
an act of God often serves as a valid excuse if one of the parties to the
contract is unable to fulfill his or her duties, such as completing a construction
project on time.
act of nature see Act of God.
ADA see Americans with Disabilities Act.
ADEA see Age Discrimination in Employment Act.
adhesion contract A contract (often a signed preprinted form) that
is so much in one party’s favor that there is every appearance of its not
having been bargained freely. Also called a contract of adhesion. See
unconscionability.
ADR see American Depository Receipt.
advance A prepayment made in anticipation of services, such as a shipment
being made or a book written. An advance is normally set against a final bill,
a sales commission or an author’s royalty.
affirmative action In employment or admission to programs: a business,
institution or governmental agency giving preference in hiring or advancement
to ethnic minorities to make up for past discrimination. Affirmative action has
been at the center of several lawsuits arguing reverse discrimination, but it
has usually been upheld.
age discrimination Unfair treatment, especially in the hiring or laying off
of current or potential employees aged 40 to 70 years, which is illegal under
the Age Discrimination Employment Act (ADEA). The main challenge by the
claimant is to prove age discrimination. See wrongful termination.
��������������������������
Age Discrimination in Employment Act (ADEA) A federal law
prohibiting discrimination against workers older than 40 years of age in
employment decisions, especially those regarding which workers should be
laid off. Under the law, no worker can be forced to retire. See Older Workers
Benefit Protection Act.
agent A person who, by mutual consent, is authorized to act for the benefit
of and under the direction of another person when dealing with third parties.
The person who appoints the agent is the principal. The agent is in a fiduciary
relationship with the principal, can enter into binding agreements on behalf of
the principal, and could potentially create liability for her or him. See apparent
authority; ostensible agent.
agent for acceptance of service In corporations, a named individual
who is authorized to accept service of lawsuits or claims against the
corporation. The person is usually named in the articles of incorporation or
similar documents filed with each state’s Secretary of State, and is often a
professional agent representing many corporations.
agreement An understanding between two or more parties about a
particular issue, covering their obligations, duties and rights. The term can
also mean contract (i.e., a legally binding agreement), but it has a broader
application and extends to understandings that are not legally binding.
alter ego An entity set up as a legal shield for the person actually
controlling the operation. Proving that such an entity is an alter ego involves
having to prove complete control by an individual. See piercing the veil.
American Depository Receipt (ADR) A receipt issued by U.S. banks to
U.S. citizens as a substitute for the outright ownership of foreign shares. ADRs
can be readily traded on American stock exchanges, avoiding the need to
trade the actual foreign shares.
Americans with Disabilities Act (ADA) A federal law prohibiting
discrimination against people with physical or mental disabilities in
employment, public services, and places accommodating the public (e.g.,
restaurants, hotels, theaters).
annual meeting In corporations, a general meeting of shareholders or
directors. Shareholders’ meetings are held to elect directors or to vote on
major changes to the corporation, such as amendments to the articles of
incorporation or the merging of the business with another. A meeting of
directors might consider raising funds by borrowing and other financial
decisions, buying property, and hiring or replacing key staff.
anticipation In patent law, a situation in which an invention is too similar
to an existing invention to be considered novel—it has been anticipated.
Novelty is one of the requirements for a patent, so anticipated inventions
cannot be patented. See prior art.
anticipatory breach The repudiation of obligations by one party to a
contract before the obligations have been fully performed. This releases
the other party from his or her contractual obligations; one party cannot
simultaneously repudiate obligations and demand that the other party
perform. See breach of contract.
antitrust laws Acts of Congress (starting with the Sherman Antitrust Act
of 1890) that forbid or restrict business practices that are deemed to be
monopolistic, that restrain interstate commerce, or that are anticompetitive.
See price fixing; restraint of trade.
apparent authority Appearing to be the agent of another (i.e., the
employer or principal) with the power to act for her or him. Under the law
of agency, the principal is liable for the acts (e.g., damage caused, contracts
signed) of her or his employee (i.e., agent), and this applies to someone who
��������������������������
only appears (to a customer, supplier or other member of the public) to have
been given authority. Providing someone who is not a proper agent with,
for example, stationery, forms, a company truck or an office desk could be
considered granting them apparent authority, leaving the employer liable. See
ostensible agent.
appraisal An estimate of the fair market value of something (e.g., real
estate, valuables, shares). A professional appraiser (a neutral expert) makes
an estimate by studying the property and comparing the initial purchase price
with recent sales of similar property. Appraisals are often ordered by courts in
probate, bankruptcy and other proceedings in which market values need to
be established. Banks and mortgage companies use appraisals before making
loans, and insurance companies use damage appraisals before settling claims.
appraiser A professional expert who is hired to determine the current
market value or full cash value of real estate or other property.
appreciation An increase in value, particularly of property that has risen in
value since it was acquired.
arm’s length The nature of an agreement when it has been made by two
parties freely and independently of each other. If the parties are relatives
or have a prior contract that puts one under the control of the other, the
new agreement may not have been made at arm’s length and may not be
enforceable.
arrears Money owed and due, but not yet paid; often the total of a series of
unpaid amounts.
articles of incorporation The basic (and usually founding) charter of a
corporation, setting out the name, type of business, directors, and amount and
types of shares that may be issued. Each state has its own approval system
and requirements for registering names and issuing shares, as well as its
own criteria for registering nonprofit corporations. Articles of incorporation
are usually filed for approval with a state’s Secretary of State or Corporations
Commissioner.
as is Provision in a sales contract by which the buyer waives the right to
complain if the property being sold is faulty: the buyer takes it “as is.” The
buyer must have the right to inspect the purchase and spot deficiencies. If the
seller intentionally conceals defects, the contract can be cancelled. See caveat
emptor; latent defect.
assets In business, items of property that have monetary value and are
shown in the company balance sheets. Such items include current assets (e.g.,
accounts receivable), fixed assets (e.g., equipment, supplies), and business
goodwill and copyrights.
assignment Transferring an interest in a property, contract or other right
from one person or company to another. In copyright law, the unconditional
transfer of all rights in a copyright from the owner to another person or entity.
assignment for benefit of creditors A method of scheduling debt
repayment by which a trustee receives directly a portion of a debtor’s income
and uses it to pay the debtor’s bills. Compare garnishment.
audit An examination by a trained accountant of the financial records of
a person or business, including notation of improper or careless practices,
recommendations for improvements in keeping proper records, and a
balancing of the books. An “internal audit” is done by an employee, whereas
an “independent audit” is done by an outside accountant. Auditors who have
not been able to examine all the supporting documents will note that the
audit was based on limited information and will not guarantee the accuracy
of the information provided.
��������������������������
author In terms of copyright protection, a person who creates a work; a
person or business that pays another to create a work as part of her or his
employment; or a person or business that commissions a work under a work
made for hire contract. For example, a technical writer may produce a manual,
but if she or he is employed by a company to do so, the company is the
author of the manual for copyright purposes.
bad debt A debt that is considered uncollectible because of bankruptcy or
the passage of time.
bad faith An intentional dishonest act involving the nonfulfillment of
contractual obligations, misleading of another, or entrance into an agreement
without the intention or means to fulfill it.
bait and switch A dishonest sales practice in which a business attracts
customers by advertising a bargain price for an item and then claims that the
advertised item is no longer available, attempting to switch the prospective
customer to a more expensive product. Such tactics often apply to retail items
(e.g., stereos, televisions), but there are also loan interest rates and other
financial products that turn out to be available for very specific circumstances
only. Such practices can make a business a target for a class action.
balance due The amount of a debt still owed on an account or the principal
owed on a promissory note. With a promissory note, the balance due is not
the sum of the remaining installments, because that amount includes interest
payments, but may be the principal due without further interest.
balance sheet A statement that shows the financial position of a company
in terms of its assets and liabilities at particular times (current and past); an
indicator of the overall condition of the business. This differs from a profit and
loss statement, which is concerned with the current operational activity of the
business.
bankruptcy Proceedings under federal law whereby a debtor can discharge
(i.e., wipe out) his or her debts or have protection from creditors while trying
to repay them. Liquidation bankruptcy (Chapter 7) involves discharging debts
by the surrender of assets. Reorganization bankruptcy (Chapter 13) involves
providing the court with a plan for repaying the debts. Reorganization
bankruptcy for businesses and for consumers with very large debts is called
Chapter 11.
bankruptcy court The specialized federal court that deals with bankruptcy
matters as detailed in the Federal Bankruptcy Act. Each state also has a
number of such courts, usually covering several counties.
bankruptcy trustee A court-appointed individual who oversees the case of
a person or business that has filed for bankruptcy. In a consumer Chapter 7
case, the trustee gathers the debtor’s nonexempt property, liquidates it, and
distributes it proportionally to the creditors. In a Chapter 13 case, the trustee
receives the debtor’s monthly payments and distributes them proportionally to
the creditors.
bearer Someone who holds a negotiable instrument, such as a check,
promissory note, bank draft or bond. If the document states that it is “payable
to bearer,” the bearer can receive the funds due on it.
beneficial interest An individual’s right to some profit, distribution or
benefit from a contract or trust. Such an interest is different from the rights of
a trustee, who has responsibility for certain assets, but who does not directly
share in the benefits.
benefit In contracts, any profit or acquired right. In workers’ compensation,
“benefit” is the insurance payment for a fatal accident on the job
(“compensation” is for nonfatal injuries). “Fringe benefits” may be part of
employment compensation other than salary or wages (e.g., health insurance).
��������������������������
Berne Convention An international treaty (first created in Berne,
Switzerland in 1886, and subsequently revised) standardizing basic copyright
protection among the signatory countries (currently more than 100). A
signatory country is obliged to offer the same treatment to authors from all
other signatory countries, including the protection of an author’s moral rights.
bid An offer to buy something or to provide a service at a specified price.
Bids include offers made during an auction (where the highest bidder buys
the property) and offers made by contractors to build a project at a given
price (where the lowest bidder usually gets the job).
bill of exchange A document prepared by one party (i.e., the maker or
drawer) ordering another (i.e., the payor or drawee) to pay a certain amount
to a third party (i.e., the payee). It is the same as a draft. A check is a bill of
exchange drawn on a bank account.
bill of lading A document detailing the transfer of goods from a supplier
(often foreign) to a buyer.
bill of sale A document certifying the transfer (i.e., sale) of property such as
goods, possessions or a business (but not real estate) to a buyer.
blue sky laws Laws that are designed to protect people from investing in
fraudulent companies that have no assets and consist of nothing but “blue
sky.” These laws require that companies seeking to sell shares to the public
first provide information to and obtain the approval of a state official or
federal body, such as the Securities and Exchange Commission.
board of directors see director.
boilerplate Slang term for the language of “standard” provisions in a
contract or other form, often preprinted and now often stored in a computer.
The term comes from an old method of printing. Such boilerplate forms tend
to favor and protect the entity providing them.
bona fide purchaser In finance, an individual who has bought an asset
(e.g., a promissory note, bond or other negotiable instrument) for a stated
amount, unaware of any facts that would have cast doubt on the right of the
seller to have sold it in “good faith” (Latin: bona fide). If the good faith of
the purchaser can be proved, then he or she can keep the asset and the true
owner must pursue the fraudulent seller for recompense. See holder.
bond An interest-bearing document issued by a government or company as
evidence of a debt, with the terms of payment to the bondholder spelled out.
A bond provides predetermined payments at a set date to the bondholder. A
“registered” bond provides payment to the bondholder whose name has been
recorded with the bond issuer and appears on the bond certificate. A “bearer”
bond provides payment to whomever has possession of the bond. Another
meaning of bond is a written agreement purchased from a bonding company
(usually an insurance firm) that guarantees that the bond buyer will properly
perform a stated act, such as managing funds or completing a building
project. If the person who bought the bond fails at the task (e.g., by stealing
funds), the bonding company will pay the party that has suffered an amount
up to the value of the bond.
book account An account of a customer that is kept in a business ledger of
debits and credits (i.e., charges and payments) that shows the amount due at
any given time. See account stated.
book value In accounting, a determination of the value of a corporation’s
stock by adding up the stated value of corporate assets as shown on the
books (i.e., records) and deducting all the liabilities (i.e., debts). This may not
be the true value of the corporation or its shares because the assets may be
undervalued or overvalued. The book value of an individual asset is its cost
minus its depreciation.
��������������������������
breach of contract The failure to perform any term of a contract, written
or oral, without a legitimate legal excuse. A breach (literally, a “break”) may
include not completing a job, not paying in full or on time, not delivering
goods (or substituting inferior goods), or being late without excuse. An
anticipatory breach is an act that shows that the party will not complete the
work. See partial breach.
broker An intermediary between a buyer and a seller who usually charges a
commission (i.e., a percentage of the sale price). Examples include real estate
brokers (who have responsibility for an agency and its sales agents), insurance
brokers (who handle more than one company), and stockbrokers. Such brokers
are regulated and licensed by each state and have a fiduciary duty to act in
the best interests of the customer.
bulk sale laws State laws (modeled on those in the Uniform Commercial
Code) that require the seller of a business or a large amount of business
assets or inventory to publish notice of the sale, give written notice to all
creditors, and set up an account to hold the funds from the sale for a brief
period during which creditors may make claims against the money. These laws
are intended to prevent the sale of business assets to avoid paying current
creditors.
business invitee see invitee.
buy-sell agreement A contract among the owners of a business (often
dating from the time the business was set up) that provides terms for
their purchase of the percentage of the enterprise owned by a partner or
shareholder who h
本文档为【Business Law Dictionary】,请使用软件OFFICE或WPS软件打开。作品中的文字与图均可以修改和编辑,
图片更改请在作品中右键图片并更换,文字修改请直接点击文字进行修改,也可以新增和删除文档中的内容。
该文档来自用户分享,如有侵权行为请发邮件ishare@vip.sina.com联系网站客服,我们会及时删除。
[版权声明] 本站所有资料为用户分享产生,若发现您的权利被侵害,请联系客服邮件isharekefu@iask.cn,我们尽快处理。
本作品所展示的图片、画像、字体、音乐的版权可能需版权方额外授权,请谨慎使用。
网站提供的党政主题相关内容(国旗、国徽、党徽..)目的在于配合国家政策宣传,仅限个人学习分享使用,禁止用于任何广告和商用目的。