Legal Dictionary
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Abstract of title: this is a legal document listing all the deeds, mortgages, claims and so on for a particular property. By checking this document you would know who the property belonged to.
 
ACAS: Advisory Conciliatory and Arbitration Service. A UK organisation that gives employers and employees advice on industrial disputes.
 
Accord and satisfaction: where someone who signed a contract is allowed to withdraw some of their obligations in the contract by paying an amount of money to the other people in the contract. For example, the 'widget' company reached accord and satisfaction on the contract with the 'gadget' company after it had paid the money.
 
Accrue: to grow, increase or build up over a period of time. It is usually used to describe interest on financial investments, or somebody's legal rights.
 
Acknowledgement of debt: this is a written statement that someone would write to explain that they owe money to somebody else.
 
Acquired surplus: this is the amount of money that a company has received from something other than normal trading. For example, the takeover by the 'widget' company of the 'gadget' company created an acquired surplus for the 'widget' company.
 
Actionable: an act or omission (failure to do something) is actionable if that act or omission gives someone a legal reason for bringing a claim. For example, the 'widget' company's failure to deliver the goods gave the 'gadget' company an actionable claim.
 
Active partner: this is somebody who invests money in a business, and who has the right to a share of the profits (and losses). They may also have some control of the business activities.
 
Adherence: keeping to the terms of a deed or contract. For example, a deed of adherence means that anyone who signed the deed will observe and be faithful to its legal contents. See deed.
 
Adjourn: to put off, postpone or discontinue until another time.
 
Affidavit: this is a written statement which the person signing it swears to be true. It is sworn before someone authorised by the court.
 
Affiliate: a person, organisation or company attached to a larger organisation or company.
 
Agent: this is a person who is employed to act for another person (the principal). Often, an agent will act to bind the principal into a contract. For example, person A, while acting as agent for person B, may bring person B into contractual relations with person C.
 
Aggregate: joining all parts together to form a whole.
 
Allocated: set aside or shared out.
 
Allot: to distribute or allocate in portions. For example, the directors of a company may allot a certain number of shares to someone who wants the shares.
 
Amalgamate: where two or more organisations or companies are joined together. For example, the 'widget' company and the 'gadget' company were amalgamated to form one large company – the 'wadget' company.
 
Annual report: a company's financial results are contained in an annual report. Each year the directors of a company present the report to the members and shareholders of the company. They must produce this annual report by law.
 
Appraisal: this is a formal meeting between an employer and employee to discuss the employee's work, attitude, career ambitions, training and so on. It is normally held once a year.
 
Arbitrator: a person who is chosen by two sides to decide the outcome of a dispute between them.
 
Articles of association: this is a document which makes up the constitution of a company (as does a memorandum of association). It provides the rules and regulations for how the company should be managed. Companies can draw up their own articles, but most use one called Table A. This is only available for companies which are owned by shareholders (this covers most companies).
 
Assets: this is the property of a company, partnership or individual. There are fixed assets (such a machinery or a factory) and current assets (such as stock in a warehouse or cash).
 
Assign: someone who is part of a contract may decide to transfer their benefits and obligations of that contract to someone else (a third party). This process is called assigning. For example, person A will assign their rights and obligations to person C, who then steps in the shoes of person A and carries on the contract with person B.
 
Attorney: this is a person appointed by another person to represent them.
 
At arm's length: this is the relationship between two people or organisations who are strangers to each other, and do not have any special obligations towards each other.
 
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Bail-out: a person or a company is in financial difficulties, another person or company may give them money to help them solve the difficulties – this is a bail-out.
 
Bed and breakfasting: this is where a person or a company sells shares just before the end of the financial year and then buys them back at the start of the next financial year, so they can register a loss to avoid paying tax.
 
Beneficiary and beneficial interest: where someone receives something (either money or other property) which is held by someone else for their benefit. For example, person A may give person B money to hold on to for the benefit of person C. In this situation person C is called the beneficiary and has the beneficial interest.
 
Bequest or to bequeath: where property is left to someone in a will. For example, person A bequeathed £10,000 to person B.
 
Best price: this is the minimum price that a seller of goods or services will accept.
 
Bill of sale: this is a document which shows the transfer of goods from the owner to the person buying the goods. This type of document is often used as security for a loan (see security).
 
Boilerplate: the name given to the parts of a contract that contain standard terms. It is a contract that is not tailor-made or customised. This type of contract will often be redrafted time and again to include what a particular person or organisation wants.
 
Bona fide: in good faith and honest.
 
Bound: to restrict or limit somebody. For example, person A is bound to supply 100 'widgets' to person B, but no more and no less.
 
Breach: often used to talk about a breach of contract, in which person A has failed to carry out an obligation to person B. For example, person A fails to deliver 100 widgets to person B, and that delivery was a term of the contract, then person A has breached the contract.
 
Bridging loan: the 'widget' company might need to borrow money for a short time, to cover the period between buying 1000 widget kits and selling 1000 finished widgets. This sort of loan is also common when buying a new house before you have sold the old one.
 
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Capital: this is the money the owner or shareholders invest in their company. The working capital of a company is the amount of money it needs to trade or carry on business.
 
Capital allowance: tax that a company has to pay to the Government may be reduced because they have invested in certain assets, such as a factory or new machinery. This means the tax on profits might be reduced because of the capital allowance.
 
Capital charges: these are the costs of maintaining the company's capital assets, such as equipment. For example, the 'widget' company may have had a good year, but shareholders who were expecting a good dividend were disappointed because the company had to keep a lot of profit to meet future capital charges.
 
Capital expenditure or capital investment: this is the money that a company spends on machinery and buildings, to manufacture goods. This is the opposite of revenue expenditure which a company spends on things like raw materials or wages.
 
Capital gains tax: when an asset (for example, a house or shares) is sold for more than it originally cost, the difference is known as a capital gain. If this gain is big enough, a company may have to pay tax on any profit that they may make.
 
Captive market: this is where only one company supplies one particular product in one particular area. That company would enjoy a captive market.
 
Casting vote: this is the deciding vote which the chairman may use when the votes on an issue or resolution are divided equally.
 
Caution money: this is money that a person or company offers to show their honesty in keeping to the terms and conditions of a contract.
 
Charge: in general terms a charge is a form of security that can be taken over property for paying a debt such as a mortgage. For example, person A who owns 100 shares in the 'widget' company might ask the 'Smith and Jones' bank to make a charge over those shares as security for him or her paying off their overdraft.
 
Cheap money: this is the name given to money that is easily available and at a low rate of interest. For example, the 'widget' company borrowed when there was a period of cheap money, but is now struggling to pay it back because the interest rates and payments have gone up.
 
Classes of shares: a company may have classes of shares, in other words where different shares have different rights, for example, to vote or to receive dividends in return for their capital contributions. The two most common classes of shares are ordinary shares and preference shares.
 
Compulsory winding-up: if a company cannot pay its debts when they are due, then a compulsory winding-up may be started to close the company down. The person the company owes money to, or the company itself, can present a petition (issue proceedings for bankruptcy) to the court.
 
Condition precedent: this is where somebody cannot claim a legal right to something until a particular event has happened. For example, person A will not be entitled to 100 shares until they have done something.
 
Condition subsequent: this is where somebody loses a legal right once a particular event has happened.
 
Consideration: in a contract, person A and person B will promise each other that they will do something. The price that each person pays, whether it is money, doing a job, delivering goods or providing a service, is known as consideration.
 
Constructive: this phrase is used when something is true in legal terms, even though it may not be true in fact. So although Mr Smith does not have the diamonds in his possession, he has the key to the safe deposit box and the right to enter, he has 'constructive possession'. The term is most commonly used for constructive dismissal. An example of this is where a boss didn’t actually tell an employee they were dismissed but treated them so badly that the employee was entitled react as if they had been dismissed by leaving their employment and claiming unfair dismissal.
 
Copyright: copyright is a property right. The person who owns the copyright, whether it is a book or a piece of music, has the exclusive right to grant a licence for copies to be produced.
 
Corporate and unincorporate: see corporation.
 
Corporation: this is a company that exists as a separate legal organisation, or an 'artificial person'. It can be public (set up by the Government) or private (set up by individuals). It is legally united into one organisation so it can act as an individual. A company that has this status is known as corporate. If it doesn't have this status it is unincorporate.
 
Corporation tax: this is the tax that all companies pay on their profits.
 
Covenant: a promise, agreement or restriction usually contained in a deed or contract that creates an obligation between two people. For example, person A will pay person B rent for using person B's house. This means person A creates a covenant with person B to pay rent. In this example, the covenant is positive, that is, it demands person A to do something. In other cases, a covenant can be negative, that is, to prevent someone from doing something.
 
Creditor: a person (or business) who is owed a debt. For example, if person A lends person B money, then person A is a creditor of person B.
 
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Debenture: a document issued by a company as evidence of a debt or as security for a loan of a fixed amount of money. For example, the 'widget' company will issue a debenture certificate stating that it promises to pay the 'Smith and Jones' bank the money the 'Smith and Jones' bank has lent it.
 
Debt: an amount of money that one person owes another.
 
Declaration: this is a formal statement to create, assert or preserve a right.
 
Deed: this is a formal legal document which person A can use to transfer their ownership of real property, for example, a house, to person B. A deed has to be properly executed and delivered to be effective.
 
Deem: to judge, think or believe to have taken place.
 
Defamation: this is a civil wrong rather than a crime. Person A might publish or say a false and insulting statement about person B, which means person B may be disliked, ignored or even lose business. The defamation can either be written (libel) or spoken (slander).
 
Defaulter: this is a person or company that fails to do something in line with an agreement or a law. For example, person A defaulted on the loan repayment.
 
Default: to fail to do something you were obliged to do. For example, person A may end a contract with person B because person B defaulted in their payments for the 'widgets' that person A supplied to them.
 
De facto: this is where a situation exists in fact, whether or not it is legal. For example, if the 'widget' company failed to follow a technical legal condition to become a company (such as filling in a form), but carries on business in good faith, it is a 'de facto' company.
 
Director: this is a person with the authority to manage a company. In some ways, they act as an agent of the company, a trustee of the company's money and property, and are holding a position of trust within the company. A director has certain legal responsibilities.
 
Discharge: to free someone from an obligation or duty.
 
Disenfranchisement: depriving someone of any rights they may have. For example, if a member of the 'widget' company fails to observe any rules, they may have some rights taken away from them.
 
Dispose of: to sell, transfer or give away property. For example, the 'widget' company may dispose of shares in a certain way.
 
Dividend: this is a payment of a company's profits to its shareholders.
 
Document of title: this is a document that allows a person or company to claim the goods that are listed in it.
 
Domicile: this is a person's permanent home, legal home or main residence.
 
Due diligence: this is where somebody who wants to buy a company will collect information on that company early on in negotiations, so that the buyer knows what the company's strengths and weaknesses are.
 
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Embezzlement: this happens if a person steals money which they are responsible for. For example, the director of the 'widget' company was found guilty of embezzling the company funds.
 
Emoluments: this is the profit that comes from being employed, such as salary and fees.
 
Encumbrance: a burden or obligation. For example, if the 'widget' company wanted to expand its business, it would buy its competitor. By buying its competitor, the 'widget' company takes on all the encumbrances, such as debts and liabilities of its competitor.
 
Endeavours: the phrase 'to use best or reasonable endeavours' is often used in a contract. It means that person A will try to achieve a certain goal. For example, to deliver the 'widgets' on time, and they will have to use their best or reasonable endeavours to do this.
 
Entitlement: this is a person's or company's right to something. That person or company is entitled to it once they can show that they have a right to it.
 
Equity: apart from meaning fairness, it also means the value of property after any charges have been paid.
 
Escalation clause: this is a clause in an agreement that allows the price of the goods or services in the agreement to be increased as a result of unexpected production costs, for example, a rise in the price of raw materials.
 
Estate: everything that a person owns.
 
Exclusivity or lockout agreement: this prevents a seller of a company or business from starting negotiations with other possible buyers of the company. The agreement will be in force for a specified period of time.
 
Execute: to formally sign a contract or deed, often in the presence of a witness.
 
Exit: to leave or sell a company.
 
External liabilities: if the 'widget' company owes debts to other companies or organisations other than its shareholders, it is said to have external liabilities.
 
Ex officio: by the power or virtue of the office. It is used to describe a right someone has because of an office they hold. An example would be the chairman of a company being allowed to sit on a particular committee simply because he is the chairman of the company.
 
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Favoured nation: this type of clause is often included in contracts and it means that nobody else will be offered more favourable terms than yourself. For example, if the 'widget' company is supplying person A with widgets at a discount, person B will also want these same terms — a favoured nation clause.
 
Feasibility study: if a company wants to start a new business venture, for example, selling widgets in China, and wants to borrow a lot of money to do it, the lender might want to examine the costs, benefits, risks, and so on, to see if it will be successful. This is a feasibility study.
 
Fiduciary: this is where a person holds a position of trust when they deal with the interests of other people. For example, a solicitor will act as a fiduciary when dealing with the interests of their client.
 
Floating charge: this is a legal charge on the liquid assets of a company (for example, stocks and shares) as security for a loan. The charge is not actually secured to the assets until something happens, such as the company going into liquidation.
 
Forbearance: this is a deliberate decision by someone not to exercise a legal right that they have. For example, person A may decide not to sue person B for the money that they owe. Although legally, person A is entitled to the money, they have voluntarily decided that they don't want it.
 
Force majeure: in many contracts there is usually a clause under this name. It is used to describe events such as war, extreme weather and workforce strikes, which may happen and cannot be controlled. This means the terms of the agreement cannot be carried out.
 
Foreclosure: the right of foreclosure will happen when somebody who has borrowed money does not repay the debt on the agreed date. In such a case, the lender can apply for a court order to sell the property which is held as security for the loan. This process is called foreclosure.
 
Fully paid-up: the fully paid-up capital is the part of the issued capital that shareholders have paid, for example, the 'widget' company may have a nominal capital of £500 divided into 500 shares of a nominal amount of £1 each, of which £400 is issued, in other words, 400 shares have been issued, but only £100 has been paid up.
 
Furnish: to supply or equip.
 
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Going concern: a company which has been trading successfully for a period of time, and is still doing so.
 
Goodwill: if the 'widget' company has physical assets of £1 million but, because it has a great reputation and a lot of customers, the 'gadget' company buys the 'widget' company for £2 million, then the difference of £1 million will be shown on the books as 'goodwill'.
 
Good faith: an act carried out honestly and without fraud is said to have been done in good faith.
 
Guarantee: this is a legally-binding agreement in which, for example, person A takes responsibility to pay person B's debt to person C. In this case, person A is called the guarantor and will give the guarantee to person C.
 
Guarantor: this is the person who binds themself by a guarantee. See guarantee.
 
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Holding company: this is the leading company of a group that holds all or more than half of the shares of the other companies. For example, the 'widget' company may be the holding company of the 'gadget', 'wadget' and 'dadget' companies.
 
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Illiquid assets: items owned by a business which cannot be converted into money quickly. They are slightly different from fixed assets (the physical assets of a business such as property, machinery and so on).
 
Incapacity: this is where a person or company lacks the legal power to do something.
 
Incorporated: this is where a group of people join together to do business as one company instead of as individual people.
 
Indemnity: where person A promises to keep person B free from any legal damage, legal loss or other legal penalties. For example, if person B is sued by person C for something for which they are indemnified, person A will pay any agreed costs or expenses.
 
Intangible: something which is not physical and you cannot touch. For example, the copyright of a song is intangible. In law, intangible property, such as copyright, can be bought and sold just like a car or house.
 
Intellectual property: this covers copyright, patents, trademarks and so on. The term also describes the rights which protect somebody's work from being used without their permission.
 
Interest: a person is said to have an interest in something, for example a share, when they have rights, titles, duties or liabilities connected with it. For example, person A's interest in the 'widget' company may be 100 shares.
 
Intestate: without a will. If somebody dies and has not made a valid will, it is said that they have died intestate.
 
Ipso facto: by the mere fact itself.
 
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Jointly and severally: where two or more people enter into an agreement they may be liable individually (severally), or all together (jointly). A creditor can sue one or more severally, or all jointly. For example, person C may sue people A and B severally, or both together jointly.
 
Joint venture: this is a 'one-off' project where a group of people will temporarily join and form a company to do business together.
 
Jurisdiction: this is the power that a court or judge has to hear a case. More commonly it is the geographical area in which legal disputes and court judgements can be heard and enforced.
 
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Liable: where person A is obliged to person B, or the other way round. For example, in a contract, person A is liable to pay an amount of money to person B, and person B is liable to provide goods or services to person A for that amount of money.
 
Lien: this is where person A has a right to hold person B's property until person B pays their debts or fulfils a contract. For example, a garage may hold on to person B's car until person B pays for the cost of service.
 
Liquidation: this is the legal process of turning a company's assets into cash to pay off the company's debts.
 
Litigation: if negotiations have broken down, the two sides may go to court to sort out their legal problems. This is called going to litigation.
 
Loan stock: this is similar to debentures, but the difference is that where debentures are secured loans, loan stock generally is not. In simple terms, the 'Smith and Jones' bank may lend the 'widget' company money without having any security over the 'widget' company's property.
 
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Material breach: this is when a breach of contract is so serious that it defeats the purpose of making the contract. It will give the person who is not to blame the right to cancel.
 
Member: the members of a company are the registered holders of the shares, in other words, the people whose names are on the register of members that the company keeps.
 
Mistake: in a legal sense there are two types of mistake. The first is a mistake of law in which the facts are known but are combined with a wrong conclusion about the legal effect of those facts. The second is a mistake of fact which is an intentional failure to find out the truth of those facts.
 
Mitigate: this means to lessen or reduce the severity of an event or act. For example, if person A is in breach of a contract to supply person B with 100 'widgets', a court would expect person B to go and try to buy 100 'widgets' somewhere else, to mitigate their loss.
 
Monies: this has the same meaning as money. It is an old-fashioned way of spelling money that some lawyers still use.
 
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Negligence: this is a failure by a person to exercise a certain amount of care in their behaviour towards somebody else. For example, all motorists owe a certain amount of care to other road users. If they do not maintain this amount of care, they may be negligent.
 
Nominal: in company terms, all shares issued in the UK have a nominal value. This is the face value which appears on the share certificate. The nominal value is usually no more than £1.
 
Notary: an official who is authorised to certify deeds, contracts, copies of documents and so on.
 
Notice: where person A tells person B about a fact (today is delivery day), a claim (I am taking you to court for my goods), a demand (you owe me money) or a proceeding (you have to go to court next week).
 
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Officer: not a policeman! But a person who holds an office in a company, for example, the company secretary.
 
Operative words: these are the words of a document by which the rights are actually created or granted. The words can be seen as the 'heart' of the document.
 
Option: this is the right to choose. Person A may give person B an option to buy some shares within a certain time. This means person B has an option to buy those shares and must exercise it within the specified time or else they will lose that option.
 
Ordinary resolution: this is when the shareholders will vote on an issue, and only a majority is needed to pass the vote.
 
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Pari passu: equal and without preference.
 
Partly paid-up: this is the amount that has been paid so far on shares which have been issued. See fully paid-up.
 
Partnership: this is a type of business that involves a contract between two or more people to carry on business together and to share any profits or losses they make.
 
Passing off: this is where person A pretends that the goods or services belong to person B. It is designed to mislead other people into thinking that they are buying the goods or services of person B.
 
Poll: decision-making in a company's general meeting is usually taken by a vote. Each member who goes to the meeting has one vote, regardless of the number of shares they have. Sometimes this can produce a false picture, so the company may ask for a poll where each share normally carries one vote.
 
Pre-emption: this term describes the right of first refusal to buy something. For example, if the 'widget' company issues new shares, some shareholders will have the right of first refusal, or, put another way, the chance to buy the shares before anybody else.
 
Prescribe: to give instructions or lay down rules. For example, the 'widget' company may pass a resolution prescribing how new share capital should be divided up.
 
Procure: to buy, get hold of or secure something.
 
Proxy: a person who acts or votes for somebody else. For example, a member could ask another member to go to a meeting for them.
 
Pro rata: in proportion.
 
Purport: to pretend, to claim to be something you are not.
 
Pursuant: this is used to say that somebody must act in line with a contract. For example, person A will deliver 20 'widgets' to person B pursuant to the terms of the contract.
 
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Quorum: this is the minimum number of people who need to be present at a formal meeting in a company or other organisation.
 
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Reasonable: in law there is no exact definition. It can mean anything which is fair, moderate or rational. For example, did the 'widget' company act reasonably when they made a share offer?
 
Rebate: a repayment or refund. For example, person A may have paid person B too much money, in which case person B gives a rebate to person A.
 
Receiver: generally this is a person appointed by a court or an individual to collect or protect property. A receiver is often used when an individual or company goes bankrupt to collect a debt.
 
Redeem: where someone acts so they are free from a burden or obligation. For example, when person A has finished paying off their mortgage, they can be said to have redeemed themselves of the mortgage.
 
Remedy: whenever something goes wrong there has to be a remedy to correct it. For example, if person A breaches their contract with person B, the court will give a judgement to remedy the breach. The remedy could be money, an injunction or anything else the court thinks is suitable.
 
Representation: this is where person A gives information to person B before, or at the time, a contract is made. For example, person A might represent that their car is a Ford and that it has done 40,000 miles. Person B then relies on this representation when they buy the car.
 
Repudiation: a rejection or refusal. The 'widget' company may repudiate its contract with the 'gadget' company. It means that the 'widget' company is refusing to be bound by the terms of the contract. This may or may not be legal.
 
Restrictive covenant: this is a type of agreement which restricts somebody to do or not do something. For example, person A agrees not to disrupt the quiet enjoyment of person B's land.
 
Revoke: in contract law, person A might make an offer to person B. Person B is entitled to say no to the offer. This is called revoking the offer.
 
Rights issue: an issue of shares or other securities which is offered first to existing investors.
 
Right of action: if a person has suffered a wrong, they will have a right of action. For example, if person A breaches their contract with person B, person B has a right of action against person A for that breach.
 
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Schedule: this is a form, usually at the end of contracts, for filling in details such as the name of the company, address of the company, how shares are divided up in a company and so on.
 
Security: the 'widget' company may need a loan to expand its business. The 'Smith and Jones' bank will only lend it money to expand if it can have an interest in the company until the loan has been paid off. The interest is called security. It is similar to your mortgage lender having security in your home until the mortgage is paid off. If you fail to repay, the bank will exercise the security it has to get its money back.
 
Set-off: a claim made by someone who owes money. The person claims that the amount owed should be reduced (set off) because the person making the claim owes them money in return.
 
Sever: a contract is made up of many parts. If one of these parts is illegal or wrong it can be severed from, or cut out of, the contract.
 
Share: a share represents a portion of a company's share capital and gives certain rights and liabilities to the shareholder.
 
Share capital: this is the authorised amount of capital that a company can issue. The authorisation to issue is found in the company's memorandum. It is important to show the difference between authorised share capital and issued share capital, which is the amount actually issued to shareholders at any one time. For example, the authorised share capital of the 'widget' company may be £50,000, but its issued share capital may be £30,000.
 
Share certificates: these are the documents to say that the person named in them is the registered owner of those shares.
 
Solicit: to look for something or to make a request. In legal and business terms there might be a contract clause that prevents an employee from soliciting customers from his or her old company, to set up a new competitive company.
 
Solvent: a situation where a person or company is in a position to pay debts when they are due.
 
Special resolution: this is where shareholders vote on an issue and need at least a 75% majority to pass the vote.
 
Stalemate: a situation where there is no possible way out for one or both sides.
 
Stamp duty: this is tax on legal documents. Stamp duty is either a fixed amount or in proportion to the value of the property that the document applies to.
 
Stare decisis: this means 'let the decision stand'. It refers to the rule that when a court has decided a case by applying a legal principle to a set of facts, the court should stick by that principle and apply the rule to later cases with similar facts. It creates certainty in the law.
 
Statute or statutory: this is the law that the Houses of Parliament make. For example, the Companies Act 1985 is a statute. A statute is made up of many parts called 'sections' or 'provisions'. You will sometimes see these sections or provisions in a contract, for example, Section 1 of the Companies Act 1985 deals with 'Memorandum and Articles of a Company'.
 
Stock: this is the share ownership in a company. The term can be divided into preferred stock (this type receives a fixed income before any other stock) and common stock (which makes up the bulk of share ownership).
 
Subrogation: if person A is replaced by person B in a claim for a legal right or debt, it is called subrogation.
 
Subscribers: people who want to own shares in the company.
 
Subscribe: an agreement to buy your first shares in a company.
 
Subsidiary: a company that is under another company's ownership or control.
 
Surcharge: this is an extra payment on something already charged, and tends to be unpopular!
 
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Tangible: something physical that you can touch. For example, a car or a house is tangible property.
 
Terminate: to bring to an end. If a contract is said to be terminated, it means that the people involved in the contract no longer have any rights or obligations to each other.
 
Testament or testamentary: a will of personal property. Testamentary applies to wills generally.
 
Tort: this is a wrongful act which is not covered by a contract. For example, if someone trips over an uneven pavement, that person may sue the local authority, even though there is no contract between them. The authority owed that person a duty to be careful towards them.
 
Transferor or transferee: if person A transfers 100 shares to person B, person A is known as the transferor, and person B as the transferee.
 
Trustee: this is a person who holds property in trust for another. For example, person A may decide to set up a trust for their child's education. They will appoint person B (the trustee) to handle the trust for them, the child being the beneficiary of the trust.
 
Trust: a legal relationship between one person and another which property is vested in (see vest in) or held in by one person for another.
 
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Unanimity: where everyone agrees.
 
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Validity: legally adequate. The validity of a contract is based on everybody involved fulfilling all its terms. It can then be said to be valid.
 
Vendor: someone who sells something, usually land or property.
 
Vest or vest in: to give legal rights to somebody.
 
Vicarious liability: this is liability which falls on one person as a result of something that another person has done. It often happens in the context of the workplace. For example, if person A works for the 'widget' company, and drives the van negligently and knocks someone over, then the 'widget' company might be found to be negligent rather than person A.
 
Void: where a contract has no legal effect, in other words, a contract to defraud someone. It is void from the very beginning.
 
Voluntarily winding-up: if a company can no longer pay its debts, then it may become insolvent. There are two types of voluntary winding-up.
  • Members' voluntary winding-up where the members will agree in a meeting to pay the company's debts in full within a certain period.
  • If the members are not prepared to pay the company's debts the creditors will become involved and have a meeting. This is a creditors' voluntary winding-up.
 
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Waive: to give up a claim or right. For example, if someone has the benefit of having goods delivered to their home in a contract, they can reject (waive) this benefit if they want and collect the goods themselves.
 
Warranty: this is usually used when selling or providing goods or services. For example, person A promises person B that the goods or services are of a certain standard, such as that the goods are free from dents and scratches or that the service is of an excellent standard. This promise is called a warranty.
 
Without prejudice: this will be written on letters and documents so that any proposals made during the negotiations that are not accepted are not allowed as evidence later on against the person who refused the proposals.
 
Working capital: if the 'widget' company deducted all of its current liabilities from its current assets, it would be left with its working capital. It is a good way to measure the 'widget' company's ability to meet its obligations.
 
Written instrument: this is a formal legal document which is set out in writing. It will often be used when transferring something important, such as land, or when person A wants to create a trust in favour of person B.
 
Written resolution: anything that can be done by resolution in a general meeting can also be done by a written resolution without having to have a meeting. All the members who would have been entitled to vote at the general meeting would have to sign the resolution.
 
Wrong: wrongs are divided into public and private. A public wrong is an act that harms the public generally, even though it may only be committed against one person, and is commonly known as a crime, misdemeanour, or offence. It is punishable by a fine, imprisonment, or both. Private wrongs are injuries to individuals that do not harm the public at large, for example, a breach of contract. Private wrongs are not ‘punished’ but money is paid in compensation by the wrongdoer.
 
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