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Online Glossary

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A

absolute privilege complete immunity from liability for defamation, whereby the defamatory statement cannot be the grounds for a lawsuit

acceleration clause a clause stating that if the borrower defaults on any payment, the whole of the principal sum of the debt and of accrued interest immediately falls due

acceptance an unqualified and unconditional agreement to the terms of the offer

accounts receivable (book debts) amounts owed to a person which can be sold, usually at a discount, or pledged as security for a loan

act of God the violence of nature

ADR (alternative dispute resolution) private procedures, such as mediation or arbitration, to resolve disputes, replacing or supplementing the traditional court process

adverse possession the exclusive possession of land by someone who openly uses for a long period like an owner, but without the permission of the owner

age of majority the age at which a person is recognized as an adult according to the law of his or her province

agency the relationship that exists when one party represents another party in the formation of legal relations

agent a person who is authorized to act on behalf of another

aggravated damages compensation for injuries such as distress and humiliation caused by the defendant's reprehensible conduct

allegations statements made that have not yet been proved

annual general meeting (AGM) the general meeting of shareholders of a corporation that is required by law to be held each year to transact certain specified business, including election of directors

Anton Piller order an order that the defendant must permit its premises to be searched without informing the defendant, made without notice to the defendant if giving notice would defeat the plaintiff's ability to obtain the remedy

apparent authority a situation in which there is no actual authority but the conduct of the principal suggests to a third party that the agent does have authority to act

appeal a request that a higher court review a decision made by a lower court

arbitration a form of alternative dispute resolution in which the parties agree to refer the dispute to an arbitrator, who decides the matter

arm's length between persons who are not related or associated in any way

articles of incorporation the basic document creating a corporation in most Canadian jurisdictions

assault the threat to do harm to a person

assignee the third party to whom rights under a contract have been assigned

assignment a transfer by a party of its contract rights to a third party

assignment in bankruptcy a voluntary declaration of bankruptcy

assignor the party that assigns its rights under a contract to a third party

attorney a lawyer in the United States

auditors outside accountants ("watchdogs" over accountants) who review financial statements for a company according to accepted auditing principles to determine whether the statements are properly done

authorized share capital the maximum number (or value) of shares that a corporation is permitted by its charter to issue

B

bailment transfer of possession of personal property without transfer of ownership

bait and switch advertising advertising a product at a bargain price but not having a supply in reasonable quantities

bankrupt declared insolvent by the court, incapable of paying debts

barrister lawyers who represent clients in court; compare with solicitor

battery physical contact with a person without consent

beneficiary the person who enforces the contract against the insurance company and receives the benefits

bid-rigging agreeing in advance what bids will be submitted

bill of exchange a written order by A to B (usually a bank) to pay a specified sum of money to a named party or to the bearer of the document

bill of lading a receipt signed by a carrier or transportation company acknowledging that certain goods have been given to it for shipment

board of directors the governing body of a corporation, responsible for the management of its business and affairs

bona fide occupational requirement (BFOR) a genuine requirement for a job, such as, for example, the need to wear a hard hat when working on a construction site; a BFOR is a defence that excuses discrimination on a prohibited ground when it is done in good faith and for a legitimate business reason

bond a certificate of a debt owed by a corporation

breach failure to live up to the terms of a contract

brief a summary of a case (for use at trial) including evidence and law, or a summary of a court decision such as those used in this text

broadly held corporations corporations whose shares are publicly traded on the stock market

burden of proof the requirement that a party who claims a fact to be true must lead evidence to establish it in a court proceeding

C

capacity the legal capability of entering into an agreement; some individuals, such as minors, and mentally incompetent or intoxicated persons, are not seen in law as having the capacity to enter into a contract

causation one of the elements of negligence, relating to whether the action produced the damage or injury

caveat emptor let the buyer beware

certified cheque a cheque on which a bank has indicated that it will be cashed when presented for payment

chattel mortgage a mortgage of personal (chattel) property

cheque a bill of exchange drawn against a bank and payable on demand

C.I.F. cost, insurance, and freight, a designation for goods, making the seller responsible for arranging the insurance (in the buyer's name) and the shipping charges, with the goods remaining at the seller's risk until delivery to the purchaser

civil law the law in common law system which applies to private rights, such as contracts

claim a written statement or basic summary of a plaintiff's allegations against a defendant in a lawsuit

class action an action in which one individual represents a group and the judgment decides the matter for all members of the class at once

click-wrap rule contract terms which are accepted when the user clicks an appropriate icon on a Web site document

closely held corporations corporations which do not sell shares to the public

closing date the date for completing a sale of property

COD cash on delivery, a contractual term requiring the purchaser to pay the shipper cash on delivery of goods

collateral agreement a separate, side agreement between the parties made at the same time as, but not included in, the written contract

collateral property of the debtor that can be sold by a creditor if the debt is not paid, e.g., a car may be given as collateral for a bank loan

collective bargaining negotiation between an employer and the union bargaining agent for its employees, in order to establish conditions of employment

common elements the structures and areas external to a unit in a condominium, including hallways, elevators, swimming pools, and such

common law rules that are pronounced in judgments

common shares shares carrying no preferential right to distribution of assets on breakup, but usually carrying voting rights

compulsory licensing granting a licence to a person to use a patent without the consent of the owner of the patent

conditions major, essential terms which, if breached, give the innocent party the right to terminate the contract and claim damages

condominium corporation a corporation allowing a way of holding property co-operatively, in which the members are the unit owners

confidential business information information that provides a business advantage as a result of the fact that it is kept secret

confidentiality the obligation not to disclose any information without consent

consideration the price paid for a promise, something of value promised or paid that is taken to indicate that the person has considered the agreement and consents to be bound by it

consignment the placing of goods with a business for the purpose of sale

constructive dismissal employer conduct that amounts to a fundamental breach of the employment contract and justifies the employee quitting

consumer notes promissory notes arising in a consumer credit sale

contract an agreement that is enforceable in a court of law

contributory negligence negligence by an injured party that helps to cause or increase (contribute) to his or her own loss or injury

conversion unauthorized use of the goods of another

cooling-off period a specified time after a contract is made during which a buyer may terminate the contract by giving written notice to the seller

copyright the right to prevent others from copying original works

corporation a business organization that is a separate legal entity (person) from the owners

costs legal expenses that a judge orders the loser to pay the winner

counsel a lawyer, usually a barrister

counterclaim a claim by the defendant against the plaintiff arising from the same facts as the original action by the plaintiff, and to be tried at the same time as that action

counter-offer the rejection of one offer and the proposal of a new one

covenants terms of agreement

crumbling skull plaintiff rule the principle that a defendant may be responsible for increasing a pre-existing weakness

cybersquatting the registration of a domain name containing a business name of another person, with the intention of selling the domain name to that business

D

damages monetary compensation in a lawsuit for the loss suffered by the aggrieved party

debenture a type of a corporate bond, indicating a debt owed by a corporation

deceit fraud, deliberately misleading another and causing injury

deductible a fixed amount of loss that the insured is required to bear

deed any document (not only a deed to land) under seal, which today is usually a small red paper wafer

defamation making an untrue statement that causes injury to the reputation of an individual or business, including both libel and slander

defendant the party being sued

deposit a sum of money paid by the buyer to the seller, to be forfeited if the buyer does not perform its part of the contract

discharge a court order whereby a person who has been declared bankrupt ceases to have the status of a bankrupt person

discharge of contract occurs when all the parties have done exactly what they were required to do under the terms of the agreement: the promises have been completed and the parties have no further obligations to each other

discovery of documents making each side's relevant documents in a litigation available to the other side

discrimination the act of treating someone differently on grounds that are prohibited by human rights legislation

distinguishing guise the distinctive shape of goods or their containers, or a distinctive way of wrapping or packaging, necessary to establish grounds for trademark

distress the right of the landlord to distrain (seize) a tenant's assets found on the premises and sell them to apply to arrears of rent

dividends sums declared by the board of directors as payable to shareholders

domain name the address of a Web site

dominant position the offence of taking unfair advantage of a monopoly or dominant position in the marketplace

double ticketing the offence of failing to sell at the lowest of the two or more prices appearing on a product

down payment a sum of money paid by the buyer as an initial part of the purchase price, and not completely forfeited if the contract is breached

drawee the party required to make payment on the bill of exchange

drawer the party who draws up or signs a bill of exchange

due diligence a defence to certain charges, by doing everything reasonable to prevent the problem leading to legal liability

duress actual, or threatened, violence, or unreasonable coercion used to force agreement

duty of care an obligation (in torts) to take care not to injure another

E

easement a right enjoyed by one landowner over the land of another for a particular purpose, such as access to water, but not for occupation of the land

e-commerce doing business on the Internet

encrypt make data on the Internet unreadable without the key for privacy and security

endorsed signed with one's name on a negotiable instrument, e.g., on the back of a cheque

endorsement a clause which changes the terms of an insurance policy

entire agreement clause a term in a contract in which the parties agree that their contract is complete as written

equitable assignment an assignment, other than a statutory assignment, which does not require that the assignment be absolute, unconditional, in writing, or that notice, written or oral, be given by the assignor

equity rules of law developed by the courts of equity to relieve the harshness of the common law

equity of redemption the right of the mortgagor to redeem the title to the mortgaged land on payment of the debt in full

errors and omissions insurance insurance to protect professionals in the event that their own negligence causes injury to others

estopped stopped or prevented

examination for discovery processes allowing each party to examine the other party orally on all issues in the lawsuit, and to have the testimony recorded by a reporter

exclusive dealing the supplier requiring that the retailer use only, or primarily, its particular products in the retail outlet

executed contract a contract in which both parties have performed their obligations

executors the personal representatives of a deceased person named in his or her will

executory contract a contract in which an agreement has been made but there has been no performance

exemption clauses (disclaimers) clauses in a contract that limit or completely eliminate the damages or other relief that the court would normally award against a party who has breached a contract

expectation damages an amount awarded for breach of contract based on the expected results if the contract had been properly performed

express terms actual stated terms, written or oral

F

factor the business of buying accounts receivable, usually at a discount, and then collecting directly from the customer

fair comment a defence to an action for defamation in which the harmful statements were made about public figures

false arrest causing a person to be arrested without reasonable cause

false imprisonment unlawfully restraining or confining another person

fee simple the highest form of ownership of land in law, allowing a person to dispose of the land during life or after death

fidelity bond insurance against loss caused by fraud, theft, or embezzlement committed by employees of the insured

fiduciary duty a duty of good faith imposed on a person who stands in a relation of trust to another

financial statements annual accounting statements that normally consist of a balance sheet and income statements

financing lease a security arrangement in which a third person provides credit, purchases the property, and leases it to the borrower

financing statement a document setting out details of a security interest that must be filed in order to protect that interest under personal property security acts

fixtures objects that are permanently attached or fixed to land or to a building

floating charge a form of mortgage on the assets of a corporation not affixed to any particular asset, but which does become affixed once a specified event takes place

F.O.B. free on board, a designation for goods when the seller must arrange and pay for transportation to the shipper, and the goods remain at the seller's risk until delivery

foreclosure an order by a court ending the mortgagor's right to redeem within a fixed time

forfeiture loss of money, such as a deposit, or of a right because of a breach of contract

franchise agreement an agreement under which a franchisor (the founding company) grants to the franchisee (the small-business outlet) the right to market the franchisor's products

fraudulent misrepresentation an incorrect statement made knowingly with the intention of causing injury to another

fraudulent preference an insolvent debtor's preferring (and paying) one creditor over another

fraudulent transfer a transfer of property by a debtor, usually to a related person, so that creditors cannot seize it

frustration an outside event that makes the performance of the contract impossible, and excuses a party from performance

fundamental breach a breach of the whole contract or of an essential term that is so serious that it means that the contract is not fulfilled in a fundamental manner, and the defaulting party cannot rely on an escape clause to avoid liability

G

gage a pledge

general meeting of shareholders a formal meeting of shareholders at which they are able to vote on matters concerning the corporation

general partner a partner in a limited partnership whose liability is not limited, and who usually runs the business

general security agreement an agreement in which all the assets of a business are pledged as collateral

goods personal property consisting of tangible items that can be bought and sold

goodwill the value of the good name, reputation, and connection of a business

gratuitous promise a promise for which no consideration is given

guarantee a collateral promise by one person to pay the debt if the primary debtor defaults

guarantor a co-signor, a person who signs a guarantee

H

hearsay evidence by a witness who simply repeats a statement by another person who will not testify at the trial

holder in due course an innocent third party entitled to collect on a negotiable instrument in spite of any defences of the original parties

I

illegal contracts contracts which cannot be enforced because they are contrary to legislation or public policy

immediate parties the parties who have had direct dealings with each other

implied terms terms which are added to a contact by statutes, by custom and usage of a particular business, or by the courts, based on what they think is necessary to meet the fair and reasonable expectations of the parties (the "officious bystander" test)

implied term of fitness a term implied into the contract that the goods are of a type that is suitable for any special purpose for which they are bought

Incoterms a set of standard contractual terms commonly used in purchase orders, and adopted by the International Chamber of Commerce

indemnity an agreement in which the third party undertakes to be equally liable for the loan owed by the main debtor

independent contractors people who carry on an independent business and act for a number of other persons

indoor management rule the principle that a person dealing with a corporation is entitled to assume that its internal rules have been complied with unless it is apparent that such is not the case

inducing breach of contract intentionally causing one person to breach his contract with another, e.g., persuading a key employee of a competitor to leave that company to join yours

industrial design a distinctive shape or design that is a pattern to be reproduced many times, such as the design on fine china

injunction an order instructing one party to halt a particular process or action

injurious falsehood a false statement about goods or services that is harmful to the reputation of those goods or services

innkeeper a person who maintains a business offering lodging to the public

innuendo a statement that implies something derogatory about another individual without directly saying it

insider trading the use of a corporation's confidential information to buy or sell its securities

insolvency the inability of a business to pay debts as they come due

insolvent person a person who is unable to meet, or has ceased to pay, his or her debts as they become due, but has not been declared bankrupt by court order

inspector a person appointed by the court to investigate the affairs of a corporation

insurable interest an interest which gives a person a financial benefit from the continued existence of the property or life insured, or which would make the person suffer financial detriment from the loss or destruction of that property or life

insurance adjuster a person who handles and investigates a claim of property losses

insurance agent an agent or employee of the insurance company

insurance broker an independent business which arranges insurance coverage for its clients and deals with several insurance companies

insurance policy the written evidence of the terms of a contract of insurance

insured the one who buys insurance coverage

intangible property that cannot be touched, such as accounts receivable

intellectual property personal property in the form of ideas and creative work, created by the intellect

intentional torts harmful acts that are committed on purpose and for which the law provides a remedy

interlocutory injunction a temporary injunction which lasts only until trial

invitation to treat the technical legal term for the invitation to engage in the bargaining process

impeachment an action challenging the validity of a patent

J

joint liability a liability shared by a number of persons, each of whom is personally liable for the full amount of a debt

joint tenancy shared ownership with right of survivorship

joint venture an agreement between two or more independent businesses to cooperate on a particular project only

judgment debtor a party who has been ordered by the court to pay a sum of money

jurisdiction the province, state, or country whose laws apply to a particular matter

just cause a valid reason for dismissing an employee without notice

L

labour relations board an administrative tribunal regulating labour relations

land the surface of the land, all that is under the surface (including the minerals and oil), and everything above the surface permanently fixed, such as buildings

land titles system a system of land registration in which the land titles office certifies registered interests as being correct

lease a contractual arrangement where the owner of property (the landlord) allows another person (the tenant) to have possession and use of the property for a certain period in return for the payment of rent

leasehold an interest in land for a period of time created by a lease

legal person an entity (a corporation or a human being) recognized at law as having its own legal personality

lessee the tenant or person who takes possession of the leased property

letter of credit a written promise by one person's bank to pay another person when specified conditions are met

letters patent a document incorporating a corporation, issued by the appropriate authority, and constituting the charter of the corporation

libel defamation in which the harmful statement is written or broadcast

licensee a visitor, other than an invitee, who enters premises with the consent of the occupier

lien a claim against property

life estate an estate in land that lasts only while the person is alive

limitation periods rules requiring that a lawsuit be started within a specified time after the offending conduct takes place

limited liability the principle that a corporation can shield owners, directors, and managers from liability for many obligations of the corporation

limited liability partnership a partnership in which partners who are not negligent are not personally liable for losses caused by the negligence of another partner or of an employee directly supervised by another partner

limited partner a partner in a limited partnership whose liability is limited to the amount of his or her capital contribution

limited partnership a partnership in which some of the partners limit their liability to the amount of their capital contributions and are not active in conducting the business

liquidated damages the amount of damages (in cash, or liquid, form) to be paid should the agreement be breached

litigation a court action when one person sues another

M

maker the party who signs and delivers a promissory note

malicious prosecution causing a person to be prosecuted for a crime without an honest belief that the crime had been committed

mandatory injunction an order requiring a person to do a particular act

mediation a form of alternative dispute resolution in which a neutral third party assists the parties to reach a settlement

memorandum of association a document setting out the essential terms of an agreement to form a corporation

mens rea a guilty mind

minor (infant) a person who has not attained the age of majority according to the law of his or her province, and therefore is not legally an adult

mitigation acts by the plaintiff to reduce loss caused by the defendant

moral rights the rights of an author or creator to prevent a work from being distorted or misused

mort passive or dead

mortgage the title of property that is held by the lender as security

mortgagee a lender who takes a mortgage as security for a loan

mortgagor a borrower who gives an interest in land as security for a debt

N

necessities (necessaries) the basic goods and services required to function in society

negligence an act or omission that carelessly causes injury to the person or property of another

negligent misrepresentation an incorrect statement made without due care for its accuracy

negotiation direct communication between the parties to agree on a contract, or efforts to resolve disputes without third-party intervention

non est factum ("it is not my doing"), a plea that a person didn't know what he or she was signing

notary public a person (usually but not necessarily a lawyer) authorized to take sworn testimony such as an affidavit

novation the process of substituting a new contract for an old one

nuisance an activity that substantially interferes with the enjoyment of the land of others in the vicinity

O

occupier any person with a legal right to occupy premises

offer a promise made by one party that contains all necessary terms so that the other party need only say "I accept" and a contract is formed

offeree the person who receives the offer

offeror the person who makes an offer

official receiver a government-appointed administrator responsible for the supervision of bankruptcy proceedings

open mortgages mortgages permitting repayment of the debt at any time without notice or bonus

oppression remedy a statutory procedure allowing individual shareholders to seek a personal remedy if they have been unfairly treated

option a new and separate contract to keep an offer open for a specified time in return for a sum of money

P

parol evidence rule the rule that a court will not ask the parties to a contract for their testimony as to the meaning of any term

partnership the relationship between two or more persons carrying on a business with a view to profit

partnership agreement an agreement between persons which creates a partnership and sets out its terms

passing off misrepresenting goods, services, or a business in order to deceive the public into believing that they are another's goods, services, or business

past consideration the consideration has already been given

patent agent a registered agent (often an engineer) who pursues applications for patents on behalf of individual inventors

payee the party named to receive payment on the bill of exchange

penalty clause terms specifying an exorbitant amount for breach of contract, intended to force a party to perform

pleadings the documents used in a court action, including the statement of claim, the statement of defence, and any counterclaim

pledged taken possession of by a creditor as security and held until repayment

postdated dated later than the time when it is given to the payee

power of attorney a type of agency agreement authorizing the agent to sign documents on behalf of the principal

power of sale a right of the mortgagee to sell mortgaged land by the terms of the mortgage or by statute upon default

precedent the principle in the common law system which requires judges to follow a decision made in a higher court in the same jurisdiction

premium the price paid by the insured to purchase insurance coverage

principal the person on whose behalf the agent acts

priority right to be repaid out of the debtor's property ahead of other claimants

privity of contract the principle in law that since a contract is created by two or more people exchanging promises, it is generally only those individuals who are direct parties to the agreement who are subject to its obligations and entitled to its benefits

promissory estoppel a remedy against a person who made a promise without giving any consideration for it, often used when a creditor waives strict compliance with payment dates and then notifies the debtor in default for not making timely payments

promissory note a written promise to pay the amount stated on the instrument

prospectus a document issued to inform the public about a new issue of shares or bonds that a corporation is required to publish when inviting the public to buy its securities

punitive damages (exemplary damages) compensation for damages beyond the plaintiff's actual losses, awarded to punish the wrongdoer

Q

qualified privilege immunity from liability for defamation when the statement is made in good faith to a person or body which has authority over the person defamed

quantum meruit "as much as is merited," the amount a person deserves to be paid for goods or services provided to another person requesting them, even if some of the elements of a contract are missing

R

real property land, buildings, and fixtures; land and anything attached to it

reasonable foreseeability the test of what a person could have anticipated would be the consequences of his or her action

reasonable notice notice calculated on the basis of level of position and length of employment

reasonable person test a test or standard based on what a reasonable person would have done in similar circumstances

rebutted proven to be false

receiver a person appointed by a secured creditor to retrieve the assets to satisfy the debt

receiving order a court order for the transfer of debtor's assets to a trustee in bankruptcy

rectification a court order which corrects a written document to reflect accurately the contract made by the parties

re-entry the landlord's remedy of evicting the tenant for failure to pay rent or for breach of another major covenant

registration system a means of registering and tracking property deeds whereby the records are available to be examined

rejection the refusal to accept the offer

release a written or oral statement freeing another party from an existing duty

remoteness of damages the principle of whether the damages are too far removed from the original negligent act

repossession the act of taking back possession of property that has been in the possession of another

repudiation an indication by a party that he or she will not go through with the agreement as promised

retail price maintenance the attempt by a supplier of goods to control their resale price

res ipsa loquitur the facts speak for themselves

rescission the cancelling of the contract, with both parties put back into their original positions

respondent the party who defends on an appeal

revocation withdrawal of an offer before acceptance, and communicating the withdrawal to the offeree

restrictive endorsement an endorsement with a limitation

rider an additional clause to a standard policy of insurance

right of way an easement that gives the holder a right to pass back and forth over the land of another in order to get to and from his or her own land

risk the possibility of loss

rule of law established legal principles that treat all persons equally and that government itself obeys

S

secured creditor a creditor who has the right to seize and sell specific assets of a borrower to pay off a loan

self-defence a response to an assault or battery with as much force as is reasonable in the circumstances

share the holder's proportionate interest in the assets of a corporation

shareholder agreement an agreement between two or more shareholders, similar to a partnership agreement

shrink-wrap rule contract terms relating to a shrink-wrapped product, often including a limitation-of-liability clause which limits or excludes the manufacturer's liability for damages that may occur from the use of the product

slander defamation in which the harmful statement is spoken

sole proprietorships one-person businesses

solicitor lawyers who deal with commercial and other legal matters that do not involve going to court; compare with barrister

special damages damages to compensate for expenses and quantifiable losses, e.g., hospital bills

special meeting any meeting of shareholders other than the annual general meeting

specific performance an order requiring the defendant to undertake a specified task, usually to complete a transaction

standard form contract an offer presented in a printed document, the terms of which are the same for all customers, and which becomes a contract when signed (accepted) by the customer

stare decisis the principle by which judges are required to follow the decision made in a similar case by an equal or higher court

statement of claim the document which often starts a lawsuit, setting out briefly the nature of the complaint and the facts alleged as the basis of the action

statement of defence the response to a statement of claim by the defendant

statutes summarized or codified short-code formats of common law, comprising acts or legislation passed by Parliament

statutory assignment an assignment that complies with statutory provisions enabling the assignee to sue the debtor without joining the assignor to the action

stop payment an instruction from the drawer of a cheque to the bank not to pay the cheque

stoppage in transit reclaiming possession from the carrier of the goods while in transit, in order to stop delivery to the buyer, if the seller discovers that the buyer is insolvent

strict liability offences offences in which responsibility is imposed even when there was no intention to do the act, unless the defendant can show that he or she took reasonable care (due diligence)

subrogation the right of an insurer who has paid a claim to "step into the shoes" of the insured and sue the person responsible for the loss

subsidiary corporation a separate corporation owned or controlled by a parent corporation

systemic discrimination discrimination that is the consequence of a policy, whether the effect of discrimination was intended or not; for example, a policy that a police officer be 6 feet tall would discriminate on gender and race

T

telemarketing the use of the telephone to sell products

tenancy in common co-ownership of land whereby each owner can deal separately with his or her interest, may have unequal interest, and can sell his or her interest or dispose of it by will

term insurance personal insurance without any savings component

thin skull plaintiff rule the principle that a defendant is liable for the full extent of a plaintiff's loss even where a prior weakness makes the harm more serious than it otherwise might be

third party a stranger to the agreement, a person who is not one of the parties to a contract

title a legal concept roughly equivalent to ownership

title search an investigation of the registered ownership of land

tort a wrongful act done intentionally or unintentionally to the person or property of another for which the law gives a remedy

trade name a name used by a business, often in addition to the registered or incorporated name

trademark any visual characteristic of a product distinguishing it from a product made by competitors

transfer the equivalent (under the land titles system) of a deed transferring ownership, not made under seal

trespass the entry onto the property of another without the owner's permission, or some lawful right, to do so

trespasser one who enters without consent or lawful right on the lands of another, or who, having entered lawfully, refuses to leave when ordered to do so by the owner

trustee in bankruptcy the person appointed to administer the property of a bankrupt for the benefit of creditors

U

ultra vires beyond the powers of

unascertained goods goods that have not been set aside (identified and separated from a group) and agreed upon as the subject of a sale

undisclosed principal an agent who does not reveal either the identity of the principal or the fact that he or she is working for the principal

undue influence the misuse of influence and the domination of one party over the mind of another to such a degree as to deprive the latter of the will to make an independent decision

unsecured creditors creditors who have no security interest (such as a mortgage) in the bankrupt debtor's property

utmost good faith a duty owed when a special measure of trust is placed in one party by the other

V

vicarious liability the responsibility of an employer to compensate for harm caused by employees in the normal course of their employment

void never formed in law

W

waiver an agreement not to proceed with the performance of a contract or some term of it

warranties minor terms which, if breached, permit only a claim for damages but not the refusal to complete the contract

winding up dissolving, ending a corporation

workers' compensation a scheme in which employers contribute to a fund used to compensate workers injured in on-the-job accidents, in place of their right to sue in torts



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