Canon

The misuse by a firm of a dominant position in a market to exclude competitors or exploit customers in ways a firm without such power could not. Competition law permits a firm to hold a dominant position but prohibits the abuse of it.

An unqualified assent to the terms of an offer, communicated to the offeror, upon which the agreement is complete. A purported acceptance that varies the terms is a counter-offer rather than an acceptance.

The authority that a principal has in fact conferred on an agent, whether expressly (in words) or by implication (from the express authority or the agent's position). An agent's acts within actual authority bind the principal because the principal has consented to be bound.

The judicial application of general law to the particular facts of a case: the court ascertains the facts, identifies the applicable law, applies it, and reaches a binding determination of the parties' rights and duties.

The mode of procedure characteristic of the common law, in which the parties control the gathering and presentation of evidence and argument and the judge presides as a neutral arbiter who decides on what the parties put before the court.

The relation by which one person, the agent, is authorised to act on behalf of another, the principal, so as to affect the principal's legal relations with third parties. The agent's authorised acts bind the principal directly.

A person authorised to act on behalf of a principal so as to affect the principal's legal relations with third parties; within its authority the agent binds the principal and ordinarily drops out of the resulting contract.

The family of methods for resolving disputes otherwise than by litigation in the courts, including arbitration, mediation, and conciliation; in its narrower usage, the consensual, non-adjudicative methods such as mediation and conciliation.

An agreement among firms that restricts competition; its most serious form is the cartel, an agreement among competitors to fix prices, limit output, or divide markets. Such agreements are prohibited by competition law, unenforceable, and may be penalised.

A breach committed before performance is due, where a party indicates by words or conduct that it will not perform, or disables itself from performing. The innocent party may accept the renunciation and terminate at once, or keep the contract alive and await performance.

The authority that arises where a principal represents, by words or conduct, that an agent has authority, and a third party reasonably relies on the representation, even though the agent had no actual authority. It binds the principal on the basis of the appearance the principal created. Also called ostensible authority.

The decision of an arbitral tribunal determining a dispute, binding on the parties and deriving its authority from their agreement and the law of arbitration; it may be challenged before the courts of the seat only on limited grounds, not on the merits.

The resolution of a dispute by a private tribunal whom the parties have agreed to empower to decide it and whose decision they have agreed to accept as binding; a private alternative to litigation resting on the parties' agreement.

The agreement by which the parties undertake to submit a dispute, or future disputes, to arbitration rather than to the courts, conferring authority on the tribunal; it obliges the parties to arbitrate and is treated as separable from the contract in which it is contained.

The extent of an agent's power to bind a principal; an agent binds a principal only within its authority, which may be actual (conferred in fact) or apparent (arising from the principal's representation).

The principle that a documentary credit is an undertaking independent of the underlying sale contract, so that the bank must pay against conforming documents regardless of disputes about the goods, subject only to a narrow exception for a fraudulent demand. The same principle governs the demand guarantee.

The principal remedy under the CISG of bringing the contract to an end, corresponding to termination in the general law; it is available only for a fundamental breach.

A negotiable instrument consisting of an unconditional order in writing, addressed by one person to another and signed by the giver, requiring the addressee to pay a fixed sum to a specified person or bearer, on demand or at a fixed future time; an order to pay, characteristically used in trade credit.

A document issued by the carrier of goods by sea that serves at once as a receipt for the goods, as evidence of the contract of carriage, and as a document of title whose transfer can transfer the right to the goods.

The body of directors acting collectively in the management of a company; it conducts the company's business as the company's agent and owes the company duties of loyalty and care.

A failure, without lawful excuse, to perform an obligation that a contract imposes, whether by not performing, performing late, or performing defectively. Every breach gives a claim for the loss caused; a sufficiently serious breach also permits termination.

An intermediary who brings two parties together to contract with each other, arranging or negotiating a transaction between them rather than being a party to it; a broker may have authority to bind one or both, varying by the kind of broking.

The internal law of the Christian churches, most fully developed in the Roman Catholic Church, governing the organisation of the church, the conduct of its officers, and matters of discipline and personal status within the community of the faithful.

The body of legal rules that exists only in the decisions of the courts, in no enacted text, and is found by inductive reasoning from the accumulated decisions on particular facts.

In some civil law systems, a lawful reason or purpose for an obligation, required for a contract's validity; it performs some of the functions that consideration performs in the common law, although the civil law does not require consideration.

The requirement that an agreement's terms be sufficiently certain for a court to ascertain what the parties have undertaken; an agreement whose essential content cannot be determined is not binding, though the law applies the requirement constructively.

In private international law, the preliminary step by which a court determines into which legal category (such as contract, property, or wrong) a question falls, since the connecting factor that selects the governing law differs from category to category.

A form of non-possessory security that gives the creditor a right to resort to the collateral on default without transferring an interest in it; the terminology and the distinction from a mortgage vary among legal systems.

The arrangement by which each organ of government is given some means of restraining the others, reinforcing the separation of powers so that no organ may exercise its function without constraint.

A species of bill of exchange consisting of an order addressed to a bank, drawn by its customer, requiring the bank to pay a sum on demand to a specified person or bearer.

The question, in private international law, of which state's law governs the substance of a relationship connected with more than one legal system; also the body of rules that answers it.

A contractual term by which the parties agree which country's law shall govern their contract; an application of party autonomy that the law of most commercial systems supports. Also called a governing-law clause.

A rule that selects the governing law by connecting a category of legal question to a particular legal system through a connecting factor (as by directing that rights in land be governed by the law of the place where the land lies).

The United Nations Convention on Contracts for the International Sale of Goods of 1980, a multilateral treaty supplying a uniform law for the international sale of goods; the leading instrument of harmonised commercial law, binding in adopting states but subject to exclusion by the parties.

A right that another person do or refrain from doing something, correlative to a duty in that person; one of the distinct positions denoted by the word "right."

A comprehensive and systematic enacted statement of a field of law, conceived as a complete statement from which the rule governing a particular case may be derived by reasoning from its provisions; the primary source in the civil law tradition.

The enactment of a comprehensive and ordered body of law in a single authoritative text, the characteristic modern form of the systematic statement of law in the civil law tradition.

The effort, beginning at the turn of the nineteenth century and marked by the French Civil Code of 1804 and the German Civil Code of 1900, to restate the law of a state in a comprehensive enacted code; its diffusion spread the civil law tradition across the world.

The asset over which a security interest is granted, to which the secured creditor may resort on the debtor's default.

John Austin's theory that law is the command of a sovereign, habitually obeyed and itself obeying no one, supported by the threat of a sanction; criticised by Hart for failing to capture the normativity of law.

The body of law that governs the conduct of trade, the dealings of those who buy and sell goods and services in the course of business; it is the general private law of contract, property, and obligations applied to and adapted for the circumstances of commerce.

An individual commercial dealing, such as a sale, loan, carriage, or payment, through which a particular exchange is effected; one of the central objects of commercial law alongside the merchant and the market.

As a tradition, the legal tradition descending from the law of medieval England, in which foundational rules are made by judges deciding cases; as a narrower term, the body of rules developed by the old royal courts, distinguished from equity.

A juridical person, created by law through incorporation, through which a business may be carried on, distinct from the persons who own and manage it; it can hold property, make contracts, and sue and be sued in its own name.

The method of studying law by comparing its treatment across legal systems and traditions, identifying what is universal, what is shared at the level of a legal family, and what is particular to a jurisdiction.

The law that protects the competitive process by prohibiting conduct that distorts or suppresses competition in a market; its principal concerns are the anti-competitive agreement, the abuse of dominance, and merger control. Also called antitrust law.

A process closely related to mediation in which a neutral third person assists the parties to reach agreement, in some usages taking a more active or evaluative role than a mediator; the line between conciliation and mediation is drawn differently in different usages.

In the common law classification of terms, a term of such importance that its breach entitles the innocent party to terminate the contract and claim damages.

Another name, used in the common law world, for private international law: the body of rules determining which legal system governs a cross-border private relationship and which courts may adjudicate disputes concerning it.

The requirement that the goods delivered under a contract of sale correspond to the goods the contract required, in quantity, quality, and description; supplied by express terms and by terms the law implies as to quality and fitness.

In the common law tradition, something of value in the eye of the law given in exchange for a promise, required for the promise to be enforceable as a contract; the common law's mark of a bargain. The civil law does not require it.

The fundamental law that constitutes the organs of the state, distributes power among them, and, in most modern systems, places limits on the exercise of that power; the apex of the hierarchy of norms in systems of constitutional supremacy.

The principle that the constitution stands at the apex of the hierarchy of norms, so that any statute or other rule inconsistent with it is invalid to the extent of the inconsistency, as determined by a court empowered to review legislation.

The law that protects consumers, persons who acquire goods or services for personal use, in their dealings with businesses; it modifies the ordinary law of contract in the consumer's favour in recognition of the consumer's weaker position.

A contract by which the seller transfers, or agrees to transfer, the ownership of goods to the buyer in exchange for a money price; the paradigm commercial transaction.

The collection of Roman law compiled in the sixth century at the direction of the Emperor Justinian, which preserved the learning of the classical Roman jurists and transmitted it to later ages.

A purported acceptance that varies the terms of an offer; in law a new offer that rejects and destroys the original offer, which the original offeror is then free to accept or decline.

In public international law, lawful measures by which a state injured by another's breach withholds performance of its own obligations to induce the other to comply, a principal means of decentralised enforcement.

In international human rights law, a treaty by which states undertake binding obligations to secure the rights it specifies, as distinct from a declaration, which in origin states principles without binding force.

A practice habitually observed within a community; it ripens into law where an authoritative institution recognises it as binding or where the community observes it from a conviction of legal obligation.

A primary source of public international law, constituted by the general and consistent practice of states followed out of a sense of legal obligation (opinio juris).

A complete legal order whose primary source is the long-observed, obligatory practice of a community, governing central matters through rules that exist in practice and memory rather than in an enacted text.

A sum of money paid by a party in breach to the innocent party to compensate for the loss the breach caused; the standard remedy for breach of contract, compensatory rather than punitive in aim.

Detailed rules made by the executive or by specialised agencies under powers conferred by a statute; valid only within the authority the enabling statute confers, beyond which it is ultra vires.

In the civil law tradition, a wrong that gives rise to an obligation to make good the injury caused; the civil law counterpart of the common law tort.

A form of personal security, characteristically given by a bank, to pay a sum to the beneficiary on the beneficiary's demand, independently of the underlying transaction; autonomous like a documentary credit, subject only to a narrow fraud exception. Also called a first-demand guarantee or performance bond.

The suspension by a state of certain of its human rights obligations in a time of public emergency threatening the life of the nation, permitted only within strict limits and never from the non-derogable core of fundamental rights.

A person charged with conducting the business of a company; directors act collectively as the board and owe the company duties of loyalty and care.

An intermediary who buys goods from a supplier on its own account and resells them to its own customers, taking the goods into its ownership and bearing the risk of resale; a principal in its own right rather than an agent.

A statement of what the law is on a point, which this curriculum marks by its jurisdictional level as universal, shared at the level of a legal family, or particular to a jurisdiction.

A settled body of legal principle on a subject, organised and systematised, through which law is stated, taught, and developed.

The principle, expressed in the maxim stare decisis, that a court is bound by the relevant decisions of courts above it in the same hierarchy, and often by its own past decisions; the engine of the common law.

A document the possession of which is treated, for certain purposes, as equivalent to possession of the goods it represents, so that dealing with the document operates as a dealing with the goods; the bill of lading is the leading example.

An undertaking given by a bank, at the buyer's request, to pay the seller against the presentation of specified documents evidencing shipment of the goods; it resolves the problem of trust between distant trading parties by substituting the bank's reliable promise. Also called a letter of credit.

The approach under which the domestic and international legal orders are distinct, so that a treaty binds the state internationally on ratification but acquires domestic force only when the legislature incorporates it by statute.

Illegitimate pressure applied to a party to compel it to enter a contract, such as a threat of violence or, in its commercial form, an illegitimate threat to economic interests leaving no reasonable alternative; a vitiating factor rendering the contract voidable.

A legal requirement imposed upon a person, correlative to a right in another; the two are aspects of a single legal relation viewed from opposite sides.

The signature of the holder on a negotiable instrument by which the holder transfers it; an order instrument is negotiated by endorsement and delivery.

The function, characteristically of the executive, of bringing the coercive power of the state to bear so that the law is observed and the determinations of the courts are carried out, displacing private force.

The body of rules developed by the Court of Chancery to soften the rigour of the common law where strict application would work injustice; supplies remedies such as the injunction and specific performance, and prevails over the common law in conflict.

A term by which a party seeks to exclude or limit the liability it would otherwise bear; the law controls such clauses by strict interpretation against the party relying on them and by direct limits on validity, particularly where they operate against consumers.

The organ of government that enforces the law and carries on the general administration of the state, putting the law into effect and commanding the apparatus of administration.

The CISG's excuse of a party from liability in damages where a failure to perform is due to an impediment beyond its control that it could not reasonably have foreseen or overcome; corresponding to the general law's excuse of performance.

The measure of contractual damages that places the innocent party, so far as money can, in the position it would have occupied had the contract been performed; it protects the innocent party's interest in receiving the promised performance.

A term of a contract that the parties have themselves stated, in words written or spoken; the primary content of the bargain.

In the Islamic legal tradition, the human understanding and elaboration of the divine law, the science by which jurists derive concrete rules from the foundational sources through recognised interpretive methods; distinguished from sharia.

A contractual clause that defines the supervening events that will excuse performance and the consequences that follow, allowing the parties to allocate the risk of such events with greater certainty than the general doctrine of frustration provides.

That which confers legal validity upon a rule, the institution or process from which the rule derives its binding force; the doctrine of sources, in the lawyer's sense, is concerned with formal sources.

The principle of the law of contract that parties are free, within limits the law sets, to make their own bargain on terms of their own choosing; party autonomy is its expression in the commercial setting.

The common law doctrine under which a contract is discharged where, after its formation, an event occurs without the fault of either party that renders performance impossible or radically different from what was undertaken; confined narrowly to events that destroy the basis of the contract.

A breach so serious as to defeat the purpose of the contract or to deprive the innocent party of substantially what it was entitled to expect; across the traditions and in the international instruments, it is the threshold for the right to terminate (or, under the CISG, to avoid).

The basic form of partnership, having no separate legal personality in the basic form, in which the partners are personally liable for the firm's debts, in many systems jointly and severally.

Propositions so widely recognised across developed legal systems that they are treated as law in their own right, available to decide a case where no legislation, precedent, custom, or treaty supplies a rule; a residual source.

Movable tangible things, as distinct from land or intangible rights; the subject matter of a contract of sale of goods.

In Kelsen's theory, the basic norm presupposed at the foundation of a legal order, from which the validity of the entire system is ultimately traced.

An undertaking by a surety to answer to a creditor for the debt or default of a principal debtor; a form of personal security whose defining feature is that the surety's obligation is secondary, dependent on and co-extensive with the principal debtor's.

The body of Jewish law derived from the Hebrew scriptures and the rabbinic tradition interpreting them, recorded above all in the Talmud, governing religious observance, personal and family matters, and civil and commercial obligations.

Norms that are legally binding and enforceable, creating obligations that a court or tribunal will recognise and give effect to, such as a ratified treaty or a statute; contrasted with soft law.

The process of bringing the laws of different states into closer alignment, so that a cross-border transaction encounters fewer and smaller differences among the systems it touches.

The ranked order in which a developed legal system arranges its sources, so that a rule of lower rank is valid only where it conforms to the rules above it and yields to them in conflict.

A holder of a negotiable instrument who takes it complete and regular on its face, in good faith and for value, and without notice of any defect or dishonour; such a holder takes the instrument free of defences and equities between earlier parties.

As a matter of positive law, the rights that international law recognises as belonging to every human being by virtue of being human, which states are obliged to respect, protect, and fulfil.

A vitiating factor affecting a contract whose making or performance breaches the law or is contrary to public policy; such a contract is ordinarily void and unenforceable, the law declining to enforce what it condemns.

A term not stated by the parties that the law treats as part of the contract, supplied from the presumed intention of the parties, by law attaching to the type of contract, or from the custom of a trade.

A vitiating factor concerning a party's legal competence to bind itself by contract; a contract made by a person lacking capacity may be void or voidable, the matter being of particular importance for contracts made by and on behalf of companies.

The legal process by which a company is brought into existence, ordinarily by registration under the governing companies law; from incorporation the company exists as a separate legal person.

A set of standardised trade terms, published by the International Chamber of Commerce and revised periodically (currently Incoterms 2020), that allocate the responsibilities of seller and buyer for the delivery, carriage, insurance, and clearance of goods in an international sale, and fix the point at which risk passes.

An undertaking to make good a loss suffered by another, a primary obligation independent of any third party's obligation; it binds the indemnifier on its own terms and so survives defects in an underlying obligation that might defeat a guarantee.

In the common law classification of terms, a term (also called an intermediate term) whose consequences depend on the seriousness of the breach that occurs, so that the innocent party may terminate only if the breach deprives it of substantially the whole benefit of the contract.

The mode of procedure characteristic of the civil law, in which the court takes an active role in investigating the facts and directing the inquiry, rather than leaving the gathering and presentation of evidence to the parties.

The requirement that the parties intend their agreement to give rise to legally enforceable obligations; presumed in commercial dealings, it distinguishes binding contracts from preliminary or non-binding understandings.

Hart's term for the attitude of those who accept a rule as a standard for their own conduct and as a warrant for criticising departures from it, in contrast to those who merely conform from fear of consequences.

The objective and purposive process by which a court determines the meaning of a contract's terms, seeking the meaning the contract conveys to a reasonable person with the parties' background knowledge, read in the context of the whole and of the commercial purpose.

A communication that is not an offer but an invitation to others to make offers, as a display of goods or an advertisement ordinarily is; distinguishing it from an offer determines who makes the offer and who accepts it.

The logical separation, associated with Hume, between statements of what is the case and statements of what ought to be; law operates in the register of the "ought."

The common legal learning shared across medieval and early-modern continental Europe, built by the universities from the revived Roman law and the canon law, underlying the various local laws and supplying the concepts of the modern civil law.

Liability under which each of several persons is liable for the whole of an obligation, so that a creditor may recover the whole from any one of them, leaving that one to seek contribution from the others; the liability of partners for the firm's debts in many systems.

A court's binding determination of a dispute, declaring the parties' rights and obligations and, where appropriate, ordering a remedy; ordinarily subject to appeal and, once final, enforceable by the state's machinery.

The determination of a court in a matter before it; a primary and binding source in the common law tradition and a subordinate, persuasive source in the civil law tradition.

The principle that the judges who apply the law and judge the legality of the acts of the other organs must be free from their control, central to the rule of law.

The organ of government, the courts, that applies the law to particular cases and determines the rights and duties of the parties through adjudication.

An entity that the law treats as a person although it is not a human being, able to hold property, contract, and litigate in its own name; the company is the principal example. Also termed the legal or artificial person.

In private international law, the question of which state's courts are competent to hear a dispute connected with more than one legal system; more broadly, the authority of a court or state to adjudicate or to make law.

A contractual term by which the parties agree which country's courts shall have jurisdiction over disputes arising from their contract, commonly conferring exclusive jurisdiction on a chosen country's courts. Also called a choice-of-court agreement.

The theory and philosophy of law, concerned with the nature of law and the questions that underlie the study of any particular field.

The body of law governing marriage, divorce, inheritance, and related family matters, which in some states is governed for particular communities by a religious or customary law alongside a secular general law.

The capacity to hold rights and to bear duties, to be a subject of the law; the threshold attribute that determines who may occupy a legal position.

The situation in which more than one legal order operates within a single social field, the characteristic modern condition of customary law coexisting with state law.

The position that the existence and content of law depend upon social facts, principally its source and pedigree, and that the moral merit of law is a separate question; affirms the separability thesis.

The quality of having been produced in the manner the legal system prescribes for the creation of law, so that a rule belongs to the body of positive law.

Law made by the deliberate act of a body constitutionally authorised to make it; the principal source of law in most modern systems, ranked from the constitution through primary to delegated legislation.

The organ of government empowered to enact the general rules that bind the community; the principal maker of law.

The standing to impose obligations that subjects have reason to acknowledge as authoritative, distinguished from a bare capacity to compel through superior force.

The governing law selected by a choice-of-law rule, whose substantive rules the court applies to decide the case.

The law merchant: the body of customary commercial rules and principles developed by merchants across borders through their dealings, regarded by its proponents as a transnational commercial law existing alongside the national systems.

The condition of being answerable in law for a wrong or a breach, the state of being subject to the legal consequences the wrong attracts.

The absence of a duty not to act, the legal freedom to do something; one of the distinct positions denoted by the word "right."

The principle that a member's liability for a company's debts is limited to the amount the member has agreed to contribute, ordinarily the amount unpaid on its shares; a corollary of the company's separate personality, since the company's debts are its own.

A partnership form that limits the liability of all its members while allowing them to participate in management, and that in many systems has its own legal personality; an intermediate form between the partnership and the company.

A partnership form with one or more general partners who manage the firm and bear unlimited liability, and one or more limited partners whose liability is limited to their contribution provided they take no part in management.

A contractual term specifying in advance the sum payable on a defined breach, as a genuine pre-estimate of the loss; the law enforces it, distinguishing it from a penalty, which it controls.

The resolution of a dispute by the courts of the state, in which an organ of the state determines the matter according to law and a defined procedure and gives a binding decision backed by the state's coercive authority.

That which supplies the content of a rule, the social, economic, moral, or practical influence that shaped what the rule provides; distinguished from the formal source that confers validity.

A process in which a neutral mediator assists the parties to a dispute to reach a settlement by agreement, without deciding the dispute or imposing any outcome; a facilitated negotiation distinguished from litigation and arbitration by the mediator's want of power to decide.

A person who trades, whether an individual, partnership, or company; the characteristic subject of commercial law, which developed historically as a special law for merchants.

The regulation of mergers and acquisitions under competition law, by which a combination that would significantly harm competition, such as by creating or strengthening a dominant position, may be prohibited or permitted only subject to conditions.

A false statement of fact made by one party that induces the other to enter a contract; a vitiating factor ordinarily rendering the contract voidable and, in many cases, supporting damages where made fraudulently or negligently.

An erroneous belief held by a party at the time of contracting; a vitiating factor whose relief is confined to serious cases, such as a shared fundamental mistake as to an essential matter, which may render the contract void.

The requirement that the innocent party take reasonable steps to reduce the loss a breach causes; loss that could reasonably have been avoided is not recoverable.

A legal order that draws substantial elements from more than one of the great legal traditions and cannot be classified as belonging wholly to any single one.

A recommended legislative scheme prepared by an international body, which individual states are invited to enact into their own law; soft law in origin, it produces convergence as more states adopt it.

The approach under which the domestic and international legal orders form a single system, so that a treaty in force becomes part of domestic law automatically on ratification, without further enactment.

A form of non-possessory security created by the transfer of an interest in the collateral to the creditor as security, subject to the debtor's right to have the interest restored on payment; the terminology varies among legal systems.

The internal law of a single state, governing persons within its territory; contrasted with the international law that governs relations among states.

The principle that each partner is an agent of the firm and of the other partners for the purpose of the business, so that each can bind the firm and the others by acts done in carrying on the business in the usual way.

The tradition holding that a necessary connection subsists between law and morality, so that a sufficiently unjust rule fails to qualify as law (lex iniusta non est lex); denies the separability thesis.

The human being, who acquires legal personality by birth and holds it by virtue of being human.

A written, unconditional promise or order to pay a fixed sum of money, in a form that allows the payment right to be transferred by delivery of the instrument, so that the transferee may enforce payment in its own name and, as a holder in due course, may take free of prior defences.

The principle that no one can give what they do not have: a seller cannot transfer a better title to goods than the seller holds, so that a buyer from a non-owner ordinarily acquires no ownership; subject to exceptions protecting a good-faith buyer.

The Convention on the Recognition and Enforcement of Foreign Arbitral Awards of 1958, adopted by a very large number of states, which requires the courts of each contracting state to recognise and enforce arbitral awards made in others, subject only to narrow grounds for refusal.

The character of law as operating in the register of the "ought," guiding conduct by creating duties, conferring permissions, and granting powers, and claiming to bind those addressed.

A remark in a judgment not essential to the decision, carrying only persuasive weight; distinguished from the binding ratio decidendi.

A legal bond by which one person (the debtor) is bound to render a performance to another (the creditor), who is entitled to demand it; the central concept of private law, classified by its source.

A clear expression of a willingness to be bound on stated terms, made with the intention that it shall become binding upon acceptance by the person to whom it is addressed.

The conviction that a practice is performed as a matter of legal obligation; together with general and consistent state practice, one of the two elements of customary international law.

The principle that the legislature is the supreme law-making authority, so that no statute it enacts may be set aside by a court as unconstitutional, and the courts give effect to the latest expression of its will.

A person who, together with others, carries on a business in common with a view to profit; each partner is, by mutual agency, an agent of the firm and the others.

The relation between persons carrying on a business in common with a view to profit; in its basic form an association of the partners with no separate legal personality, characterised by mutual agency.

The principle that the parties to a commercial dealing are free, within limits the law sets, to determine the terms of their relationship for themselves; an expression of freedom of contract and a central value of commercial law.

The moment at which ownership of goods transfers from seller to buyer; it determines who holds the real right in the goods, a matter of importance particularly on insolvency. Also called the passing of title.

The moment at which the danger of accidental loss of or damage to goods transfers from seller to buyer, so that the party bearing the risk suffers the loss if the goods perish without fault; distinct from the passing of property and, in international sales, fixed by the Incoterms.

A contractual provision stipulating a sum out of all proportion to any loss the breach could cause, designed to deter breach rather than to compensate; the common law historically refused to enforce a penalty, and the civil law commonly empowers a court to reduce a manifestly excessive sum.

A fundamental rule of international law from which no derogation is permitted and which binds every state irrespective of its consent, such as the prohibitions of aggression, genocide, and slavery.

A right that avails only against a particular person, binding that person alone, such as a contractual right; contrasted with a real right.

The exceptional and narrowly confined power by which the law disregards the separate personality of a company, looking behind it to its members or controllers, where the company is abused as a facade to evade an obligation or perpetrate a fraud.

A form of security in which the debtor delivers possession of the collateral to the creditor, who holds it as security and may sell it on default; it depends on the creditor's possession.

Law that has been laid down ("posited") by human authority, as opposed to the moral or natural principles thought to exist independently of any human act.

The capacity to alter legal relations, as the power to transfer property or to bind oneself by contract; one of the distinct positions denoted by the word "right."

The statutes enacted by the supreme legislature of a system, whether termed a parliament, congress, or national assembly; ranked below the constitution and above delegated legislation.

In agency, the person on whose behalf an agent acts and whose legal relations the agent's authorised acts affect. (Distinct from the principal debtor in a guarantee, the person for whose debt the surety answers.)

The order in which competing claims to the same collateral are satisfied; it turns largely on the time and manner in which each interest was created and made public, with registration commonly fixing the creditor's rank.

A company designed for a limited and closed body of members, commonly restricted from offering its shares to the public, whose shares are not freely traded.

The body of rules that determines, for a private relationship connected with more than one legal system, which system's law governs it and which system's courts may adjudicate disputes; in most respects part of the municipal law of each state. Also called the conflict of laws.

The arrangement by individuals of their own legal relations through voluntary agreements that the law renders enforceable, performed principally by the law of contract and property.

The body of rules governing how rights are asserted and enforced: how a claim is brought, how a dispute is tried, and how a judgment is executed; distinguished from substantive law.

A negotiable instrument consisting of an unconditional promise in writing, made and signed by the maker, to pay a fixed sum to a specified person or bearer, on demand or at a fixed future time; a promise to pay, embodying a debt.

The field of law governing the rights persons may hold in things and the effect those rights have against others; centrally distinguishes the real right from the personal right.

A company designed to raise capital from the public, which may offer its shares to the public and, when listed, has its shares freely traded, subject to more extensive disclosure and regulation.

The body of law that governs the relations of states and of the other subjects of the international community, made largely by the states themselves through treaty and practice.

The principle that positive law must yield to justice where the contradiction between an enacted statute and the demands of justice attains an intolerable degree, so that the statute forfeits its legal character.

The adoption by a principal, after the event, of a contract that an agent purported to make on the principal's behalf without authority, giving the contract effect as if the agent had been authorised from the outset.

The principle of law essential to a court's decision on the facts, which alone binds later courts under the doctrine of precedent; distinguished from obiter dictum.

A right in a thing that avails against the world generally, binding all persons and following the thing into whosever hands it passes, ownership being the paramount example; contrasted with a personal right.

The process by which the rediscovered Roman law, compiled in the Corpus Juris Civilis, was studied, adapted, and absorbed into the law of continental Europe from the medieval period, forming the ius commune and the modern civil law.

The question, in private international law, whether the judgment of one state's court will be recognised and given effect in another, and the rules that determine the conditions on which it will.

A treaty-based regime established among the states of a particular region to protect human rights within it, often equipped with courts whose judgments bind the states subject to their jurisdiction.

Law whose ultimate source is held to be of religious origin, a divine command or sacred tradition, elaborated by jurists who interpret that source rather than originating the law.

The means by which the law gives effect to a right or redresses its infringement, the relief a court awards; principal remedies include compensation, specific relief, and restitution.

The limit on the recovery of damages confining recovery to losses that were a foreseeable consequence of the breach, of a kind the party in breach should have contemplated at the time of contracting; losses too remote are irrecoverable.

The act by which a party entitled to do so sets aside a voidable contract; until rescinded, the contract is effective, and the right to rescind may be lost in certain circumstances, including where an innocent third party has acquired rights.

A provision by which a seller of goods on credit provides that ownership shall not pass to the buyer until the price is paid, so that the seller retains ownership as security; a strong security whose operation against the buyer's creditors and purchasers varies among the systems.

A legal advantage the law secures to a person; the word denotes several distinct positions, including the claim-right, the liberty, and the power, and ordinarily corresponds to a duty in another.

The principle that the exercise of public power must be authorised by and conducted according to law, so that government itself is subject to the law it administers and the law is applied equally and through regular procedures.

Hart's term for the shared, foundational standard by which the officials of a system identify which rules count as valid law.

An organised consequence attached to the breach of a legal rule; in Austin's command theory, the threat that supports the sovereign's command.

The legal place of an arbitration, the country whose law governs the arbitration as a legal proceeding and whose courts exercise supervisory and supportive jurisdiction over it; distinct from the physical place where hearings are held.

A transaction in which a debtor grants a creditor a security interest, a right over property, to secure the performance of an obligation.

A real right in an asset (the collateral) that entitles the creditor, on the debtor's default, to resort to the asset to satisfy the debt, ranking ahead of the unsecured creditors; the conversion of a personal claim into a real right.

The proposition, affirmed by legal positivism, that the existence and content of law are conceptually separable from its moral merit.

The principle that an incorporated company is a legal person distinct from the persons who own and manage it, with its own property, debts, contracts, and standing to sue; the separateness holds even under complete ownership and control by one person.

The principle that the legislative, judicial, and executive functions should be lodged in separate institutions, so that no single body combines the power to make, apply, and enforce law.

The unit into which ownership of a company is divided, conferring on its holder rights against the company (such as to dividends, to a share of surplus on winding up, and to vote) rather than direct rights in the company's assets.

A holder of a share in a company, also called a member; the shareholder holds rights against the company through the share rather than direct rights in the company's assets.

In the Islamic legal tradition, the divine law in its ideal and complete sense, the path ordained for the believer; distinguished from fiqh, its human elaboration.

The United Nations Convention on International Settlement Agreements Resulting from Mediation of 2019, which provides for the cross-border enforcement of international mediated settlement agreements among its contracting states, subject to limited grounds for refusal.

Norms that are not legally binding in themselves but nonetheless influence conduct, through adoption by parties, convergence by states, use by tribunals, or their tendency to harden over time into binding law; contrasted with hard law.

An individual who carries on a business on that individual's own account, forming no separate legal entity; the business has no legal personality distinct from the individual, who bears unlimited liability. Also called a sole proprietor.

The recognised origin from which a legal system draws its binding rules; in the lawyer's sense, the formal source that confers legal validity.

In Austin's command theory, the person or body habitually obeyed by the bulk of a society and itself obeying no one; more broadly, the supreme authority within a territory.

The principle of public international law that all states are juridically equal, each possessed of the same fundamental rights and subject to the same fundamental duties, regardless of disparities in size or power.

A remedy compelling a party actually to perform its contractual obligation rather than merely to pay damages; exceptional in the common law (available where damages are inadequate, as for unique subject matter) and more readily available in the civil law.

The set of rules determining which contracts of sale fall within the CISG, covering in broad terms commercial sales of ordinary goods between parties in different contracting states, subject to the parties' freedom to exclude the convention.

The territorial sovereign entity that is the primary subject of public international law and the primary maker of municipal law.

The principle that a bank is entitled and bound to pay under a documentary credit only against documents that strictly conform to the terms of the credit; it protects the buyer and the bank, since the bank deals only in documents and not in the goods.

The body of rules that defines rights, duties, and liabilities, determining who has what right and who owes what duty; distinguished from procedural law.

The person who, by a guarantee, undertakes to answer to a creditor for the debt or default of a principal debtor; also called the guarantor. A surety who pays may ordinarily seek reimbursement from the principal debtor.

A provision of a contract stating what a party is bound to do; terms are express or implied by source and are classified by importance into conditions, warranties, and innominate terms.

The bringing of a contract to an end by the innocent party in response to a breach, treating itself as discharged from further performance; available only for a serious or fundamental breach.

In the common law tradition, a civil wrong that gives rise to an obligation to make good the injury caused; the common law counterpart of the civil law delict.

The documents generated by an international sale that govern the carriage of the goods, evidence their delivery and condition, and enable payment, including the transport document (notably the bill of lading), the commercial invoice, the insurance document, and certificates.

A concept describing the rules that regulate actions or events transcending national frontiers, cutting across the division between public and private international law and including norms of commercial and institutional origin that fit neatly into neither.

An agreement concluded between states, or between states and international organisations, in written form and governed by international law, by which the parties undertake binding obligations; the principal instrument of the international legal order.

The Uniform Customs and Practice for Documentary Credits, a set of rules issued by the International Chamber of Commerce (currently the UCP 600) that governs documentary credits in practice; it binds because the parties incorporate it into the credit, exemplifying harmonisation by private codification adopted through party autonomy.

A model law that many states have adopted as the basis of their national arbitration law, making the legal framework of arbitration broadly uniform across the trading world.

A principal on whose behalf an authorised agent has contracted without revealing the agency; the law permits the undisclosed principal to intervene to take the benefit and burden of the contract, and the third party, on discovering it, to hold it liable, subject to limits.

The improper exploitation of a relationship of trust or dependence to procure a contract; a vitiating factor, more subtle than duress, rendering the contract voidable where one party's consent cannot be regarded as freely given.

A source of obligation by which a person enriched at another's expense without legal justification comes under an obligation to restore the benefit.

The principle that a person carrying on business without a separate legal entity, such as a sole trader or a general partner, is personally liable without limit for the debts of the business, so that creditors may look to the whole of the person's assets.

A circumstance present at the making of a contract that impairs the agreement or the consent on which it rests, entitling a party to escape the contract or rendering it ineffective; the factors include misrepresentation, mistake, duress, undue influence, illegality, and incapacity.

Describing a contract that the law treats as never having had legal effect, a nullity from the outset, so that no rights or obligations arise and neither party can enforce it; property does not pass under a void contract.

Describing a contract that is valid and binding unless and until the party entitled to do so rescinds it; until rescinded it is effective, so property may pass and an innocent third party may acquire a good title before rescission.

In the common law classification of terms, a term of lesser importance whose breach entitles the innocent party to damages but not to terminate the contract.