We've put together a list of terms and definitions that are common to law and legal documents.
Many of these terms are not used in everyday conversation so as a service to you we've create an index - another way we can make things easier.
General Business
Acceptance - The unconditional agreement to an offer. This creates the contract. Before acceptance, any offer can be withdrawn, but once accepted the contract is binding on both sides. Any conditions have the effect of a counter offer that must be accepted by the other party.
Adjournment: Postponement of a court session until another time or place.
Adjudication: A decision or sentence imposed by a judge.
Affirmation: Declaring something to be true under the penalty of perjury by a person who will not take an oath for religious or other reasons.
Affidavit: A written statement made under oath.
Agent - somebody appointed to act on behalf of another person (known as the principal). The amount of authority to deal that the agent has is subject to agreement between the principal and the agent. However, unless told otherwise, third parties can assume the agent has full powers to deal.
AKA: "Also known as". Used to list aliases or another name, or another spelling of a name used by a person.
Alimony: Money a court requires one spouse to pay the other spouse for support before and/or after the divorce is granted. If you do not ask for alimony at the final hearing, you can never get it in the future.
Allegation: Saying that something is true. The assertion, declaration or statement of a party in a case, made in a pleading.
Alternative Dispute Resolution: Also called ADR. Any method used to resolve disputes other than traditional trial proceedings. For example, mediation. ADR programs speed up the disposition of civil cases.
Annulment: A court order declaring that a marriage is invalid.
Appeal: Asking a higher court to review the decision or sentence of a trial court because the lower court made an error.
Appearance: The official court form filed with the court clerk which tells the court that you are representing yourself in a lawsuit or criminal case or that an attorney is representing you. All court notices and calendars will be mailed to the address listed on the form. When a defendant in a civil case files an appearance, the person is submitting to the court’s jurisdiction.
Appellant: The party appealing a decision or judgment to a higher court.
Appellee: The party against whom an appeal is taken.
Arbitration: Submitting a case or dispute to designated parties for a decision, instead of using a judge.
Arbitration - using an independent third party to settle disputes without going to court. The third party acting as arbitrator must be agreed by both sides. Contracts often include arbitration clauses nominating an arbitrator in advance.
Balance of Probabilities - The weighing up and comparison of whether certain facts or conclusions are likely to exist. Used for cilvil proceedings.
Best Interest of the Child: The standard a judge uses to decide custody and visitation issues.
Beyond Reasonable Doubt - Highest standard of proof. Used for criminal proceedings.
Body Corporate - A corporation. An artificial legal entity that has a legal identity separate from its members and is capable of suing or being sued.
Broken Down Irretrievably: The most common reason for granting a divorce. It means there is no hope of the husband and wife getting back together again. Also known as "no-fault" divorce.
Breach of contract - failure by one party to a contract to uphold their part of the deal. A breach of contract will make the whole contract void and can lead to damages being awarded against the party which is in breach.
Case: A lawsuit or action in a court.
Conditions - major terms in a contract. Conditions are the basis of any contract and if one of them fails or is broken, the contract is breached. These are in contrast to warranties the other type of contract term, which are less important and will not usually lead to the breach of the contract - but rather an adjustment in price or a payment of damages.
Confidentiality agreement - an agreement made to protect confidential information if it has to be disclosed to another party. This often happens during negotiations for a larger contract, when the parties may need to divulge information about their operations to each other. In this situation, the confidentiality agreement forms a binding contract not to pass on that information whether or not the actual contract is ever signed. Also known as a non-disclosure agreement.
Consideration - in a contract each side must give some consideration to the other. Often referred to as the quid pro quo - see the Latin terms below. Usually this is the price paid by one side and the goods supplied by the other. But it can be anything of value to the other party, and can be negative - eg someone promising not to exercise a right of access over somebody else's land in return for a payment would be a valid contract, even if there was no intention of ever using the right anyway.
Consumer - a person who buys goods or services but not as part of their business. A company can be a consumer for contracts not related to its business - especially for goods or services it buys for its employees. Charities are also treated as consumers.
Contract: A legally enforceable agreement between two or more persons or parties.
Custody: A court order deciding where a child will live and how decisions about the child will be made. Parents may ask for any custody arrangement that they believe is in the best interest of their child.
Damages: Money a party receives as compensation for a legal wrong
Discovery: A formal request by one party in a lawsuit to disclose information or facts known by other parties or witnesses.
Due diligence - the formal process of investigating the background of a business, either prior to buying it, or as another party in a major contract. It is used to ensure that there are no hidden details that could affect the deal.
Emancipation: The release of a youth from the legal authority and control of the youth's parents and the corresponding release of the youth’s parents from their obligations to the youth.
Employment contract - a contract between an employer and an employee. This differs from other contracts in that it is governed by employment legislation - which takes precedence over normal contract law.
Express terms - the terms actually stated in the contract. These can be the written terms, or verbal ones agreed before or at the time the contract is made (see implied terms).
Felony: Any criminal offence for which a person may be sentenced to a term of imprisonment of more than of one year.
Franchising - commercial agreements that allow one business to deal in a product or service controlled by another. For example, most car manufacturers give franchises to sell their cars to local garages, who then operate using the manufacturer's brand.
Garnishment: A court order to collect money or property. For example, a garnishment may be issued to an employer to pay part of an employee’s wages to someone else to pay a debt or judgment.
Going concern - accounting idea that a business should be valued on the basis that it will be continuing to trade and able to use its assets for their intended purpose. The alternative is a break-up basis, which sets values according to what the assets could be sold for immediately - often much less than their value if they were kept in use.
Guardian: A person who has the power and duty to take care of another person and/or to manage the property and rights of another person who is considered incapable of taking care of his or her personal affairs.
Habeas Corpus: A court order used to bring a person physically before a court in order to test the legality of the person's detention. Usually, it is directed to the official or person detaining another, commanding him to bring the person to court for the judge to determine if that person has been denied liberty without due process of law.
Hearsay: Testimony given by a witness who tells second or third hand information.
Implied terms - are terms and clauses that are implied in a contract by law or custom and practice without actually being mentioned by any party. Terms implied by custom and practice can always be overridden by express terms, but some terms implied by law cannot be overridden, particularly those relating to consumers (see exemption clauses).
Incorporate - inclusion in, or adoption of, some term or condition as part of the contract. It differs from its company law definition where it refers to the legal act of creating a company.
Incarceration: Confinement to a state correctional institute or prison.
Injunction - a remedy sometimes awarded by the court that stops some action being taken. It can be used to stop another party doing something against the terms of the contract. Injunctions are at the court's discretion and a judge may refuse to give one and award damages instead - see the finance contract terms below.
Interpreter: The person who correctly translates court hearings from a second language to English. An interpreter is provided at no cost to the person who needs the interpreter in all cases where the person's life, freedom, children or housing are at risk of being taken away. Interpreters are also provided for criminal and child support cases.
Interrogatory: Formal, written questions used to get information from another party in a lawsuit.
Joint and several liability - where parties act together in a contract as partners they have joint and several liability. In addition to all the partners being responsible together, each partner is also liable individually for the entire contract - so a creditor could recover a whole debt from any one of them individually, leaving that person to recover their shares from the rest of the partners.
Joint venture - an agreement between two or more independent businesses in a business enterprise, in which they will share the costs, management, profits or benefits arising from the venture. The exact shares and responsibilities will be set out in a Joint Venture Agreement.
Judgment: A court decision. Also called a decree or an order.
Jurisdiction - a jurisdiction clause sets out the country or state whose laws will govern the contract and where any legal action must take place.
Juvenile Detention: State facility to provide for the temporary care of a child who alleged to be delinquent and who requires a physically restricted, secure environment.
Legal Custody: Relationship with a child created by court order which gives a person legal responsibility for the physical possession of a minor and the duty to protect, care for and discipline the child.
Legal Separation: A court order describing the conditions under which two married people will live separately.
Lien: A charge, hold, or claim upon property of another as security for a debt.
Litigant: A party to a case.
Liability - a person or business deemed liable is subject to a legal obligation. A person/business who commits a wrong or breaks a contract or trust is said to be liable or responsible for it.
Limited liability - usually refers to limited companies where the owners' liability to pay the debts of the company is limited to the value of their shares. It can also apply to contracts where a valid limitation clause has been included in the terms.
Liquidation - the formal breaking up of a company or partnership by realising (selling or transferring to pay a debt) the assets of the business. This usually happens when the business is insolvent, but a solvent business can be liquidated if it no longer wishes to continue trading for whatever reason (see receivership) in the financial terms below).
Magistrate: A person who is not a judge but who is authorised to hear and decide certain types of cases. For example, family support magistrates hear cases involving child support.
Mandamus: An order directed to a private corporation, or any of its officers, or to an executive, administrative or judicial officer, or to a lower court, commanding the performance of a particular act.
Mediation: A dispute resolution process in which an impartial third party assists the parties to voluntarily reach a mutually acceptable settlement.
Mitigating Circumstances: Circumstances that may be considered to reduce the guilt of a defendant. Usually based on fairness or mercy.
Motion: Usually written request to the court in a case. Filed with the clerk’s office.
Misrepresentation - where one party to a contract makes a false statement of fact to the other which that other person relies on. Where there has been a misrepresentation then the party who received the false statement can get damages for their loss. The remedy of rescission (putting things back to how they were before the contract began) is sometimes available, but where it is not possible or too difficult the court can award damages instead.
Non-executive director - a director who does not work directly for a company but advises the other directors. Non-executive directors have the full powers and authority of any other director and can bind the company to any contract.
Oath: To swear/affirm to the truth of a statement/document.
Offer - an offer to contract must be made with the intention to create, if accepted, a legal relationship. It must be capable of being accepted (not containing any impossible conditions), must also be complete (not requiring more information to define the offer) and not merely advertising.
Parent company - where one company owns more than 50 per cent of the voting rights of another company it is the parent of that company which in turn becomes its subsidiary. It can also occur where the parent has less than 50 per cent but can control the board of directors of the subsidiary: that is, it has the power to appoint and remove directors without referring to other shareholders.
Parole: Release from incarceration after serving part of a sentence.
Partnership - when two or more people or organisations join together to carry on a business.
Pleadings: The court documents filed with the court by the parties in a civil or criminal case. For example: motion to dismiss; motion for modification.
Prosecute: To carry on a case or judicial proceeding. To proceed against a person criminally.
Prosecutor: Also called the state's attorney. Represents the state in a criminal case against a defendant.
Proxy - a person who acts on behalf of another for a specific purpose, or the form used to make such an appointment. In a company a shareholder can appoint a proxy to attend a meeting and vote on their behalf.
Quorum - the minimum number of people needed at a meeting for it to proceed and make any decisions.
Registered Office - the official address of the company as stated on the register at Companies House. Any documents delivered to this address are considered to be legally served on the company.
Repudiation - has two meanings in contract law. The first is where a party refuses to comply with a contract and this amounts to a breach of contract. The second is where a contract was made by a minor (person under the age of 18) who then repudiates it at or shortly after the age of 18. Then the repudiation voids the contract rather than causing a breach of contract.
Restrictive covenant - is often included in long-term contracts and contracts of employment to stop the parties working with competitors during the period of the agreement and for some time thereafter. However, unless carefully written the courts will see them as being a restraint of trade and not enforce them.
Restitution: Money ordered to be paid by the defendant to the victim to reimburse the victim for the costs of the crime. Generally making good, or giving the equivalent for any loss, damage or injury caused by a persons actions. Often a condition of probation.
Restraining Order: A civil court order to protect a family or household member from physical abuse.
Service contract - directors and officers of a company are usually given service contracts that are different to a contract of service or employment contract. This is because directors and officers are not always employees and the effect of employment law is different.
Statute: A law enacted by a legislative body.
Statute of Limitations: A certain time allowed by law for starting a case. For example, six years in a contract case.
Stay: Temporarily stopping a judicial proceeding.
Summons: A legal paper that is used to start a civil case and get jurisdiction over a party.
Testimony: Statements made by a witness or party under oath.
Title: Legal recognition of the ownership of property, usually proven by a document.
Tort: A civil injury or wrong to someone else, or their property.
Trademark - a registered name or logo that is protected by law. Trademarks must be granted through the Patent Office.
Transcript: The official written record of everything that was said at a court proceeding, a hearing, or a deposition.
Unfair terms - some terms are made unfair by legislation and will not be enforced by the courts and may even be interpreted against the person who included them in the contract. The legislation mainly protects consumers, but can also apply where there is a business-to-business contract in which one party is significantly more powerful than the other.
Void - a void contract is one that cannot be performed or completed at all. A void contract is void from the beginning (ab initio - see the Latin terms below) and the normal remedy, if possible, is to put things back to where they were before the contract. Contracts are void where one party lacks the capacity to perform the contracted task, it is based on a mistake, or it is illegal.
Warranties - promises made in a contract, but which are less than a condition. Failure of a warranty results in liability to pay damages (see the financial terms below) but will not be a breach of contract unlike failure of a condition, which does breach the contract.
Without prejudice - a term used by solicitors in negotiations over disputes where an offer is made in an attempt to avoid going to court. If the case does go to court no offer or facts stated to be without prejudice can be disclosed as evidence. Often misused by businesses during negotiations when they actually mean subject to contract.
Witness: A person who testifies to what they saw, heard, observed or did.
Financial
Bankruptcy - the formal recognition that a person cannot pay their debts as they are due. Note this only applies to individuals, companies and partnerships that become insolvent are wound up.
Damages - money paid as the normal remedy in the law as compensation for an individual or company's loss. If another type of remedy is wanted (such as an injunction - see general contract terms above) but cannot be or is not given by the court, then damages will be awarded instead.
Floating charge - a form of security for a debt. Instead of naming a specific property, which can be taken by the creditor if the debtor defaults (as in a fixed charge like a mortgage), a class of goods or assets is named, such as the debtor's stock. This allows the debtor to trade in the assets freely, but if the debtor fails to make repayments then the floating charge becomes a fixed charge (known as crystallisation) over all the stock at that time. The creditor can then take and sell it to recover the debt.
Guarantee - a secondary agreement by which one person promises to honour the debt of another if that debtor fails to pay. Banks and other creditors often call on directors of small companies to give their personal guarantees for company debts. A guarantee must be in writing. The guarantor can only be sued if the actual debtor can't pay, in contrast to indemnity.
Indemnity - a promise by a third party to pay a debt owed, or repay a loss caused, by another party. Unlike a guarantee, the person owed can get the money direct from the indemnifier without having to chase the debtor first. Insurance contracts are contracts of indemnity: the insurance company pays first, and then tries to recover the loss from whoever caused it.
Insolvency - the situation where a person or business cannot pay its debts as they fall due (see bankruptcy, liquidation and receivership).
Liquidation - the formal breaking up of a company or partnership by realising (selling or transferring to pay a debt) the assets of the business. This usually happens when the business is insolvent, but a solvent business can be liquidated if it no longer wishes to continue trading for whatever reason (see receivership).
Receivership - the appointment of a licensed insolvency practitioner to take over the running of a company. A creditor with a secured debt appoints the receiver. The job of the receiver is to recover the debt either by taking the security and selling it or by running the business as a going concern until the debt is paid off (see liquidation).
Redemption of shares - where a company issues shares on terms stating that they can be bought back by the company. Not all shares can be redeemed, only those stated to be redeemable when they were issued. The payment for the shares must generally come from reserves of profit so that the capital of the company is preserved.
Stamp duty - a tax on transactions. Only applied to specific types of transactions eg dealings in land and buildings, shares and ships.
Property
Break clause - a clause that allows a tenant to end a lease at specific times during the period of the lease.
Conveyance - a deed that conveys property rights.
Covenant - a promise within a contract for the performance or non-performance of a specified act.
Deed - a written document by which a person transfers ownership of real property to another. A deed must be properly executed and delivered in order to be effective.
Disclaimer - a written document denying legal responsibility, or a limitation of rights that might otherwise be claimed.
Easement - an interest in land owned by another that entitles its holder to a specific limited use or enjoyment eg the right to cross the land, or to continue to have an unobstructed view over it.
Encroachment - when a building or some portion of it, or a wall or fence, extends beyond the land of the owner and illegally intrudes upon that of an adjoining owner.
Equity - the monetary value of a property after any claims, such as a mortgage, are taken away.
Eviction - the dispossession of a tenant of leased property by force or through the legal process.
Exchange - the exchange of agreed, signed contracts. The transaction between the seller and the buyer is then legally binding, and completion (including the final transfer of money) usually takes place two to four weeks later.
Fixture - a permanently fixed piece of furniture or equipment incorporated into a property. Removing it would cause damage to buildings or land, and is therefore regarded as legally part of it.
Freehold - outright ownership of a property. This type of tenure contrasts with leasehold where the leaseholder has the rights to occupy a property for a specified period of time.
Habitable - suitable and fit for a person to live in and free of any faults that might endanger the health and safety of occupants.
Holdover Tenancy - a tenancy that arises when someone remains in possession of a property after the expiration of the previous tenancy and is recognised by the landlord by accepting rent.
Landlord - the owner of property that is leased or rented to others.
Lease - a contract by which an owner of property conveys exclusive possession and use of it for a specified rent and for a specified period - after which the property reverts to the owner.
Legal duty - the responsibility to others to act according to the law.
Notice to quit - a notification or communication to a tenant to leave specified premises usually for a breach of terms of the lease.
Occupancy - holding, possessing, or occupying premises.
Occupant - someone who occupies a particular place.
Party wall - a wall that divides two separate premises, which is the joint responsibility of both owners.
Premises - a building or part of a building usually including the adjacent grounds.
Reasonable wear and tear - damage sustained in the course of normal use.
Repossess - to take possession again of a property or goods after non-payment of money owed. This might follow a court order.
Search - an inspection carried out to establish whether any legal restraints, planning applications or aspects of legal ownership might affect the purchase of a property. Solicitors will look into land registry and local government records when pursuing this.
Sublease - a lease that is given by a tenant of part or all of the leased premises, to another person for a period shorter than the original lease, while still retaining some interest.
Tenancy - the temporary possession or occupancy of property that belongs to another. It also refers to the period of a tenant's possession.
Tenure - the way in which a property is held eg freehold tenure or leasehold tenure.
Trespass - a wilful act or active negligence that causes an injury to a person or the invasion of their property.
Vendee - the person to whom a property is sold.
Vendor - the person who is selling a property.
Latin
Ab initio (ab init) - from the beginning. Can mean that breaking some terms in a long-running contract results in the contract having been broken from the start.
Bona fide - in good faith. Usually implies an amount of trust that the parties are acting without any hidden motives. The opposite is mala fides - in bad faith.
Caveat emptor - buyer beware. This is a general rule that it is up to the buyer to find out if what they are buying is what they want. Consumer regulations require certain information to be disclosed to consumers and insurance contracts are covered by the uberrimae fides - but many types of business contracts are covered by the caveat emptor rule.
Consensus ad idem - agreement on an idea. This is the concept that the parties to the contract must all be in agreement on the basis of the contract. If it is discovered that the parties were thinking different things, then there is no consensus and the contract is void.
De facto - in fact. The opposite of de jure (in law). Having a practical effect different from the legally accepted or expected situation. For example, a person who deliberately or negligently gives the impression to another party of being a company director, can be treated as a de facto director. So any agreement or statements will bind the company they make as if a properly appointed director made them.
De novo - start afresh. Starting a new contract on the same basis as the old.
Ex gratia - out of grace. A gift made without any obligation on the part of the giver or any return from the receiver.
Ex parte - on behalf of. An action, usually a legal action, taken by a party on someone else's behalf.
Inter alia - among other things. This is often used in contracts to indicate that what is being specifically referred to is part of a larger group without having to name all the elements.
Mala fides - bad faith, opposite of bona fide.
Non compos mentis - not of sound mind. A person who is not of sound mind will not have full capacity to enter into a contract.
Non est factum - not my act. This is a denial by a person that they were actually involved in some action or dealings. In a contract, it can occur if a party denies that they signed the contract - that someone else forged their signature.
Pari passu - equal and even. This relates to shares to denote that newly issued shares have the same rights and restrictions as those of the same class already existing.
Prima facie - at first sight. A prima facie fact is one that seems to be correct, but may subsequently be proved wrong by other evidence.
Pro rata - for the rate. Divided in proportion to some existing split. For example, a pro rata share issue is offered in proportion to the number of shares each shareholder already has.
Quid pro quo - something for something. The usual definition of consideration (see the general contracts terms above) in a contract, on the basis that each party should offer something to the other.
Uberrima fides - utmost good faith. The concept that a party to certain types of contract must act in good faith and declare all relevant facts to the other side even if they do not ask. This only usually applies to insurance contracts where the insured person must declare all known risks. It is an exemption to the general contract rule of caveat emptor