A common clause in contracts that essentially frees both parties from liability or obligation when an extraordinary event or circumstance beyond the control of the parties such as war, strike, riot, crime, or an event known as an act of God (such as a hurricane, flooding, earthquake, volcanic eruption etc.), prevents one or both parties from fulfilling their obligations under the contract. In practice, most force majeure clauses do not exclude a party’s non-performance entirely, but only suspends it for the duration of the force majeure event.

The term that describes a duty that is enforced by a court and where non-fulfilment may incur a penalty.

A demonstration of the willingness of a party to enter into a bargain, made in such a way that another individual is justified in understanding that his or her assent to the bargain is invited and that such assent will conclude the bargain. The general rule is that it must be reasonable in the circumstances for the recipient to believe that the communication is an offer. The more definite the communication, the more likely it will constitute an offer.

Sometimes known as a repudiatory breach, is a breach of an essential part of a contract that it permits the distressed party to terminate performance of the contract, in addition to entitling that party to sue for damages.

A legal document, usually in writing, giving details of a formal legally binding agreement, between two or more different people or groups. To be legally binding it must contain certain elements: it must contain an offer made by one party and accepted in its entirety by the other, it must include some form of consideration whether it be money, goods or services, and it must be properly signed by all parties to it, and dated.

A contract in which all elements of a contract are specifically stated (offer, acceptance and consideration), and the terms are set out, as compared with an implied contract in which the existence of the contract is assumed by the circumstances.

A breach of contract that is so fundamental that it permits the injured party to terminate the performance of the contract, in addition to entitling that party to sue for damages.

Significant enough substantial failure in the performance of a contract, as to give the affected party the right to sue for damages as well as release the aggrieved party from its obligations.