GLOSSARY OF TERMS

Abuse of process    A cause of action which arises when one party intention- ally misuses the legal process to injure another.

Accord and satisfaction    An agreement by the employee and his or her company to compromise disputes concerning outstanding debts, compensation or terms of employment. Satisfaction occurs when the terms of the compromise are fully performed.

Action in accounting    A cause of action in which one party seeks a determination of the amount of money owed by another.

Advance    Sometimes referred to as "draw," it is a sum of money which is applied against money to be earned.

Affidavit    A written statement signed under oath.

Allegations    Written statements of a party to a lawsuit which charge the other party with wrongdoing. In order to be successful, these must be proven.

Anticipatory breach    A breach of contract that occurs when one party, i.e., the employee, states in advance of performance that he or she will definitely not perform under the terms of his or her contract.

Appeal    A proceeding whereby the losing party to a lawsuit applies to a higher court to determine the correctness of the decision.

Arbitration    A proceeding whereby both sides to a lawsuit agree to submit their dispute to arbitrators, rather than judges. The arbitration proceeding is expeditious and is legally binding on all parties.

Assignment     The transfer of a right or interest by one party to another.

Attorney in fact     A person appointed by another to transact business on his or her behalf; the person does not have to be a lawyer.

At-will-employment     See Employment-at-will.

Bill of particulars     A document used in a lawsuit which specifically details the loss alleged by the plaintiff.

Breach of contract     A legal cause of action for the unjustified failure to per- form a duty or obligation specified in an agreement.

Brief     A concise statement of the main contentions of a lawsuit.

Burden of proof     The responsibility of a party to a lawsuit to provide suffi- cient evidence to prove or disprove a claim

Business deduction     A legitimate expense that can be used to decrease the amount of income subject to tax.

Business slander     A legal wrong committed when a party orally makes false statements which impugn the business reputation of another (e.g., imply that the person is dishonest, incompetent or financially unreliable).

Calendar     A list of cases to be heard each day in court.

Cause of action     The legal theory upon which the plaintiff seeks to recover damages.

Caveat emptor     A Latin expression frequently applied to consumer transa- ctions; translated as "Let the buyer beware."

Cease-and-desist letter     A letter, usually sent by a lawyer, notifying an indi- vidual to stop engaging in a particular type of activity, behavior or conduct which infringes upon the rights of another.

Certificate of incorporation     A document which creates a corporation.

Check     A negotiable instrument; the depositor's written order requesting his or her bank to pay a definite sum of money to a named individual, entity or to the bearer.

Civil court     Generally, any court which presides over noncriminal matters.

Claims court     A particular court which hears tax disputes.

Clerk of the court     A person who determines whether court papers are properly filed and court procedures followed.

Closely held business     A business typically owned by fewer than ten co-owners.

Collateral estoppel     See Estoppel. Collateral estoppel is where a prior but different legal action is conclusive in a way to bring about estoppel in a current legal action.

Common law    which evolves from reported case decisions which are relied upon for their precedential value.

Compensatory damages     A sum of money awarded to a party which repre- sents the actual harm suffered or loss incurred.

Conflict of interest     The ethical inability of a lawyer to represent a client because of competing loyalties, e.g. representing both employer and em- ployee in a labor dispute.

Consideration     An essential element of an enforceable contract; something of value given or promised by one party in exchange for an act or promise of another.

Contempt     A legal sanction imposed when a rule or order of a judicial body is disobeyed.

Contingency fee     A type of fee arrangement whereby a lawyer is paid a percentage of the money recovered. If unsuccessful, the client is only responsible for costs already paid by the lawyer.

Continuance     The postponement of a legal proceeding to another date.

Contract     An enforceable agreement, either written, oral, or implied by the actions or intentions of the parties.

Contract modification     The alteration of contract terms.

Counterclaim     A claim asserted by the defendant in a lawsuit.

Covenant     A promise.

Credibility     The believability of a witness as perceived by a judge or jury.

Creditor     The party to whom money is owed.

Cross-examination     The questioning of a witness by the opposing lawyer.

Damages     An award, usually money, given to the winning party in a lawsuit as compensation for the wrongful acts of another.

Debtor     The party who owes money.

Deductible     The unrecoverable portion of insurance proceeds.

Defamation     An oral or written statement communicated to a third party which impugns a person's reputation in the community.

Default judgment     An award rendered after one party fails to appear in a lawsuit.

Defendant     The person or entity who is sued in a lawsuit.

Definite term of employment     Employment for a fixed period of time.

Deposition     A pretrial proceeding in which one party is questioned, usually under oath, by the opposing party's lawyer.

Disclaimer     A clause in a sales, service, or other contract which attempts to limit or exonerate one party from liability in the event of a lawsuit.

Discovery     A general term used to describe several pretrial devices (e.g., depositions and interrogatories) that enable lawyers to elicit information from the opposing side.

District court     A particular court that hears tax disputes.

Dual     Capacity A legal theory, used to circumvent Worker's Compensation laws, that allows an injured employee to sue his or her employer directly in court.

Due process     Constitutional protections which guarantee that a person's life, liberty or property cannot be taken away without the opportunity to be heard in a judicial proceeding.

Duress     Unlawful threats, pressure, or force that induces a person to act contrary to his or her intentions, if proved, it allows a party to disavow a contract.

Employment-at-will     Employment which does not provide an employee with job security, since the person can be fired on a moment's notice with or without cause.

Employment discrimination     Conduct directed at employees and job appli- cants that is prohibited by law.

Equity     Fairness; usually applied when a judicial body awards a suitable remedy other than money to a party (e g., an injunction).

Escrow account     A separate fund where lawyers are obligated to deposit money received from or on behalf of a client.

Estoppel     Estoppel is a legal bar to prevent a party from asserting a fact or claim inconsistent with that party's prior position which has been relied on or acted on by another party.

Examination before trial     A pretrial legal device; also called a "deposition."

Exhibit     Tangible evidence used to prove a party's claim.

Exit agreements     Agreements sometimes signed between employers and employees upon resignation or termination of an employee's services.

Express contract     An agreement whose terms are manifested by clear and definite language, as distinguished from those agreements inferred from conduct.

False imprisonment     The unlawful detention of a person who is held against his or her will without authority or justification.

Filing fee     Money paid to start a lawsuit

Final decree     A court order or directive of a permanent nature.

Financial statement     A document, usually prepared by an accountant, which reflects a business' (or individual's) assets, liabilities and financial condition.

Flat fee     A sum of money paid to a lawyer as compensation for services.

Flat fee plus time     A form of payment in which a lawyer receives one sum for services and then receives additional money calculated on an hourly basis.

Fraud     A false statement that is relied upon and causes damages to the defrauded party.

General denial     A reply contained in the defendant's answer.

Hearsay evidence     Unsubstantiated evidence that is often excluded by a court.

Hourly fee     Money paid to a lawyer for services, computed on an hourly basis.

Implied contract     An agreement that is tacit rather than expressed in clear and definite language; an agreement inferred from the conduct of the parties.

Indemnification     Protection or reimbursement against damage or loss. The indemnified party is protected against liabilities or penalties from that party's actions; the indemnifying party provides the protection or reimbursement.

Infliction of emotional distress     A legal cause of action in which one party seeks to recover damages for mental pain and suffering caused by another.

Injunction     A court order restraining one party from doing or refusing to do an act.

Integration     The act of making a contract whole by integrating its elements into a coherent single entity. An agreement is considered integrated when the parties involved accept the final version as a complete expression of their agreement.

Interrogatories     A pretrial device used to elicit information; written questions are sent to an opponent to be answered under oath.

Invasion of privacy     The violation of a person's constitutionally protected right to privacy.

Judgment     A verdict rendered by a judicial body; if money is awarded, the winning party is the "judgment creditor" and the losing party is the "judgment debtor."

Jurisdiction     The authority of a court to hear a particular matter.

Legal duty     The responsibility of a party to perform a certain act.

Letter of agreement     An enforceable contract in the form of a letter.

Letter of protest     A letter sent to document a party's dissatisfaction.

Liable     Legally in the wrong or legally responsible for.

Lien    A claim made against the property of another in order to satisfy a judgment.

Lifetime contract     An employment agreement of infinite duration which is often unenforceable.

Liquidated damages     An amount of money agreed upon in advance by parties to a contract to be paid in the event of a breach or dispute.

Malicious interference with contractual rights     A legal cause of action in which one party seeks to recover damages against an individual who has induced or caused another party to terminate a valid contract.

Malicious prosecution     A legal cause of action in which one party seeks to recover damages after another party instigates or institutes a frivolous judicial proceeding (usually criminal) which is dismissed.

Mediation     A voluntary dispute-resolution process in which both sides attempt to settle their differences without resorting to formal litigation.

Misappropriation     The unlawful taking of another party's personal property.

Misrepresentation     A legal cause of action which arises when one party makes untrue statements of fact that induce another party to act and be damaged as a result.

Mitigation of damages     A legal principle which requires a party seeking damages to make reasonable efforts to reduce damages as much as possible; for example, to seek new employment after being unfairly discharged.

Motion     A written request made to a court by one party during a lawsuit.

Negligence     A party's failure to exercise a sufficient degree of care owed to another by law.

Nominal damages     A small sum of money awarded by a court.

Noncompetition clause     A restrictive provision in a contract which limits an employee's right to work in that particular industry after he or she ceases to be associated with his or her present employer.

Notary     Public A person authorized under state law to administer an oath or verify a signature.

Notice to show cause     A written document in a lawsuit asking a court to expeditiously rule on a matter.

Objection     A formal protest made by a lawyer in a lawsuit.

Offer     The presentment of terms, which, if accepted, may lead to the formation of a contract.

Opinion letter     A written analysis of a client's case, prepared by a lawyer.

Option     An agreement giving one party the right to choose a certain course of action.

Oral contract     An enforceable verbal agreement.

Parole evidence     Oral evidence introduced at a trial to alter or explain the terms of a written agreement.

Partnership     A voluntary association between two or more competent persons engaged in a business as co-owners for profit.

Party     A plaintiff or defendant in a lawsuit.

Perjury     Committing false testimony while under oath.

Petition     A request filed in court by one party.

Plaintiff     The party who commences a lawsuit.

Pleading     A written document that states the facts or arguments put forth by a party in a lawsuit.

Power of attorney     A document executed by one party allowing another to act on his or her behalf in specified situations.

Pretrial discovery     A legal procedure used to gather information from an opponent before the trial.

Promissory note     A written acknowledgment of a debt whereby one party agrees to pay a specified sum on a specified date.

Punitive damages     Money awarded as punishment for a party's wrongful acts.

Quantum meruit     An equitable principle whereby a court awards reasonable compensation to a party who performs work, labor or services at another party's request; also referred to as "unjust enrichment."

Rebuttal     The opportunity for a lawyer at a trial to ask a client or witness additional questions to clarify points elicited by the opposing lawyer during cross-examination.

Release     A written document which, when signed, relinquishes a party's rights to enforce a claim against another.

Restrictive covenant     A provision in a contract which forbids one party from doing a certain act, e.g., working for another, soliciting customers, etc.

Retainer     A sum of money paid to a lawyer for services to be rendered.

Service letter statutes     Laws in some states that require an employer to furnish an employee with truthful written reasons for his discharge.

Sex harassment     Prohibited conduct of a sexual nature which occurs in the workplace.

Shop rights     The rights of an employer to use within the employer's facility a device or method developed by an employee.

Slander     Oral defamation of a party's reputation.

Small claims court     A particular court that presides over small disputes (e.g., those involving sums of less than $2,500).

Sole proprietorship     An unincorporated business.

Statement of fact     Remarks or comments of a specific nature that have a legal effect.

Statute     A law created by a legislative body.

Statute of frauds     A legal principle requiring that certain contracts be in writing in order to be enforceable.

Statute of limitations     A legal principle requiring a party to commence a lawsuit within a certain period of time.

Stipulation     An agreement between parties.

Submission agreement     A signed agreement whereby both parties agree to submit a present dispute to binding arbitration.

Subpoena     A written order requiring a party or witness to appear at a legal proceeding; a subpoena duces tecum is a written order requiring a party to bring books and records to the legal proceeding.

Summons     A written document served upon the defendant giving notification of a lawsuit.

Temporary decree     A court order or directive of a temporary nature, capable of being modified or changed.

Testimony     Oral evidence presented by a witness under oath.

Tort     A civil wrong.

Unfair and deceptive practice     Illegal business and trade acts prohibited by various federal and state laws.

Unfair discharge     An employee's termination without legal justification.

Verdict     The decision of a judge or jury.

Verification     A written statement signed under oath.

Void     Legally without merit.

Waiver     A written document that, when signed, relinquishes a party's rights.

Whistleblowing     Protected conduct where one party complains about the illegal acts of another.

Workers compensation     A process in which an employee receives compen- sation for injuries sustained in the course of employment.