Legal Dictionary

Welcome to LawDepot’s Legal Dictionary, where you can explore lawyer-reviewed legal terms and definitions in real estate, estate, finance, business, and more. Find the word that you are looking for by searching it below, or by browsing our alphabetical list.

Absolute Gift: An absolute gift is a gift of property that gives the recipient exclusive possession and control over the property. Upon receipt of the gift, the recipient owns the property and may do whatever he/she wants with it (subject to local laws regarding the use of such property).
Acceleration: In financing, acceleration occurs when the Debtor is in breach of a warranty or covenant in the Debtor Agreement. Generally, this means the Debtor fails to make the agreed upon payments (the Debtor has defaulted on the loan) and the Lender takes action to recover the entire loan, (sometimes including applicable interest), immediately from a Debtor and/or a Guarantor.
Accord and Satisfaction of Debt Release: An Accord and Satisfaction of Debt Release is an agreement to release the Debtor of their obligations under the Debtor Agreement. This can occur if the Debt has been paid in full or in certain cases, where the Lender has accepted less than is legally due in order to reach a settlement. The Releasing Party agrees to release any legal claims they have to the debt in exchange for an agreed upon compensation. Generally, most corporations or individuals should have a formal Release or Wavier drafted upon the loan being discharged or, otherwise agreed to being discharged at a lower amount, so that they have a formal record of the legal release. This is important if the loan or promissory note is secured and that security is registered to unregister the interest placed against that individual lendor or legal entity.
Accrual Basis: Accrual basis refers to a method of recording earnings and expenses as they occur or are incurred without regard to the actual date of collection or payment.
Act
Activity Waiver and Release: An Activity Waiver and Release is an agreement between two parties that releases a party providing an activity from liability claims from an individual wishing to participate in the activity. The Participant is required to give up all future claims against the other party, so care should be taken to ensure that the Participant is fully aware of his or her rights.
Aggregate Authorized Shares: Aggregated authorized shares refers to the total number of shares that a corporation may distribute or issue to shareholders.
Aircraft Registration Number: Aircraft over a certain weight are required to be registered with a national aviation authority. The aircraft registration number is assigned to each aircraft by the Federal Aviation Administration when the aircraft owner registers the aircraft. The registration number enables the aircraft regulatory body to keep track of all aircraft that are registered for private use
Alien: A resident (foreigner) that belongs to another country and who has not yet obtained citizenship by naturalization.
Alternate Attorney-in-fact: An alternate attorney-in-fact is someone who is appointed to act as attorney-in-fact if the primary attorney-in-fact is unable or unwilling to continue acting for the principal. While it is a good idea to appoint an alternate attorney-in-fact, it is not required. A third party (e.g. the principal’s bank) may require proof that the original attorney-in-fact is unable to continue as attorney-in-fact before accepting instructions from the alternate. Where two attorneys-in-fact have been appointed, the document may state that if one dies or is otherwise incapable of acting, the other will continue as sole attorney-in-fact.
Alternate Beneficiary: An alternate beneficiary is a recipient of property through a Last Will and Testament, trust or insurance policy when the first named beneficiary chooses not to or is unable to receive the property.
Alternate Health Care Representative: An alternate health care representative is someone who is appointed to act as a principal's health care representative if the primary representative is unable or unwilling to continue acting for the principal. While it is a good idea to appoint an alternate health care representative, it is not required.
Amending Agreement: An Amending Agreement is an agreement used to make changes to an existing contract or agreement between two or more parties. The original agreement remains in effect, but one or more changes are made to the terms of the agreement. Parties should be sure that their original agreement does not contain a restrictive entire agreement clause which prohibits any changes made, in which case a new agreement with a new entire agreement clause should be drafted. Generally, most agreements allow for changes to me made or otherwise incorporated given that both parties have agreed to the changes in writing.
Amendment: An amendment is a change to an existing contract or agreement between two or more parties. Amendments can be such matters as extending the term of the agreement, changing a payment amount, changing the obligations of one party, etc.
Amortization: Amortization is the amount of time (number of years) that it will take to repay the entire amount of a loan or mortgage given a certain interest rate, amount of payment and frequency of payments.
Anatomic Gift: An anatomic gift refers to the donation of organs or tissues for the purpose of transplantation or for the purpose of dissection in the study of medicine. A living will can be used to make an anatomic gift.
Annual Report: An annual report is a publication provided to shareholders to describe the operations and financial standing of a corporation. An annual report will typically include the auditor's report, summaries of financial data, income and cash flow statements as well as the balance sheet. It will also include a list of directors, a list of corporate capital, and a listing of shareholders including names, addresses and number of shares held. It is published for the benefit of all shareholders and to satisfy regulatory requirements. All corporations must file an annual report with the applicable regulatory body.
Annulled: A marriage that has been declared null and void. Annulled marriages are considered never to have existed.
Articles of Incorporation: The Articles of Incorporation is a document that is filed by the individuals organizing the corporation. The Articles of Incorporation describe the purpose of the corporation as well as the share structure. The Articles will also list the names of the individuals who are acting as initial directors for the corporation. Any details of share transfer restrictions, and business activities will also be included in the Articles of Incorporation. The actual rules governing the management of the corporation is contained in a separate document called the Bylaws.
Artificial Life Support: Artificial life support refers to any medical procedure, treatment, or intervention which sustains, restores, or supplants a spontaneous vital bodily function. In LawDepot’s Health Care Directive and/or living will, this term does not include artificially administered food and water, or procedures that are necessary to provide comfort or alleviate pain (including pain-relief medications). Also known as life-prolonging procedures or life-sustaining procedures.
Artificially Administered Food and Water: Also known as tube feeding, this term refers to the procedure where a tube is put into a person’s stomach (through the nose, or through a small hole in the abdomen). This is done for people who are too ill to chew or swallow by themselves or with someone else helping them. Without a feeding tube, such a person will die within days or weeks. Even with a feeding tube, the chance that a person will live depends on the person’s overall condition.
As-Is: As-is’ denotes that an item is being sold in whatever condition it presently exists. The buyer accepts the item with all faults, even if these faults are not readily apparent. Buyers should take time to thoroughly examine all items sold as-is before making purchases. A thorough examination may include seeking an expert opinion. However, if the item being sold is misrepresented by the seller, the as-is disclaimer may be unenforceable.
Assignee: An assignee is the party which is transferring certain property, rights, or obligations under an assignment.
Assignment: Generally, an Assignment transfers all of the rights and obligations that a party to a contract has to a third party. The party assigning the contract gives up its rights in the contract to the third party (who becomes a party to the contract).; In leasing, an assignment occurs when a tenant gives to a third party all of his/her rights under the lease to a third party for the entire remaining amount of the term of the lease. If this original tenant assigns the lease and the landlord consents to the assignment, that original tenant no longer has any rights to the property nor any obligations to the landlord under the lease.
Assignment of Partnership Interest Agreement: An Assignment of Partnership Interest Agreement is a contract for the transfer of a partnership interest from one entity to another to the extent permitted by the original partnership agreement.
Assignor: An assignor is the party receiving property, rights or obligations under an assignment.
Assumption: Generally, an assumption is the act of taking possession of or power over something.; In real estate, an assumption is an agreement whereby a buyer takes responsibility for an existing mortgage on a property that he or she is purchasing.
Attending Physician: An attending physician is a physician licensed by the jurisdictional board of medicine, selected by or assigned to a patient, who has primary responsibility for the treatment and care of the patient.
Attorney: Generally, an attorney is a person legally appointed by another to act as his or her agent in the transaction of business, specifically one qualified and licensed to act for plaintiffs and defendants in legal proceedings.; In a Power Of Attorney document, the attorney is the person appointed by the donor to manage his or her financial affairs. The attorney does not need to be a lawyer. This term is used in Canada, Australia, and the United Kingdom. In the United States, the correct term is "Attorney-in-fact".
Attorney-in-fact: The attorney-in-fact is a person appointed in a Power of Attorney document by a principal to manage his or her financial affairs. The attorney-in-fact does not need to be a lawyer. This term is used in the United States. In Canada, the United Kingdom, and Australia, the correct term is "Attorney".
Automatic Renewal Lease: An automatic renewal lease is a lease that continues indefinitely on the agreed upon period (weekly, monthly, or yearly) until either the tenant or the landlord gives notice to the other party that they will be terminating the lease. The notice required is the greater of the notice required in the applicable legislation in your jurisdiction and your lease.
Band Partnership Agreement: A Band Partnership Agreement is a formal contract between two or more individuals, that establishes a general band partnership. A band partnership agreement describes the rights and responsibilities of the members to each other and to the band. A band partnership agreement will describe how decisions are made by the band, how members of the band are added and removed, and how profits are to be distributed.
Bank Draft
Base Rent: Base rent is the minimum or base amount of rent payment as set out in a lease. Base rent does not include percentage rent or any amount for additional or operating costs such as utilities, etc.
Basement Suite: A basement suite is a self-contained dwelling unit in the basement of a house, complete with its own kitchen, bathroom, living area and a window. You will need to check your local municipal legislation (such as land use bylaws) to determine if you can have a basement suite in your house.
Beneficiary
Bequeath: To bequeath is to give property or money to someone (a beneficiary) in a Last Will and Testament.
Bill of Sale: A Bill of Sale is a document that transfers the ownership of property from a seller to a purchaser. A Bill of Sale can also act as a sales receipt.
Board of Directors: A board of directors is the governing body for a corporation. The directors are elected by the shareholders and are responsible for establishing corporate policy, selecting officers, and making major business decisions. Directors and officers of a corporation generally have an implied fiduciary duty to the other shareholders of the company.
Body Corporate: Also known as an “Owners Corporation” or “Condominium Corporation.” With respect to unit titles, a body corporate is the entire group of all the owners of lots or units which share common property.
Body Corporate Bylaws: Body Corporate Bylaws are the rules governing the internal management of a Body Corporate. The bylaws may specify rules relating to noise, parking, behavior of guests, pets, garbage disposal and the use of common property. The bylaws are sometimes referred to as a Community Management Statement.
Borrower: A borrower is a person or corporation that receives value (money, property, or some service) from a lender on the condition that the borrower will pay the principal amount plus any interest to the lender at a later date.
Capital Expenditure: Capital expenditure is money spent to acquire or upgrade (improve) long term assets such as property, buildings and machinery. Capital expenditure does not include the cost to merely repair such assets.
Carrier: A carrier is a person or corporation who delivers an item being sold to the buyer on the behalf of the seller.
Cash Basis: Cash Basis refers to a method of recording earnings and expenses only upon receipt or payment without regard to when they occurred or were incurred.
Cash Surrender Value: The sum of money an insurance company will pay to the policyholder or annuity holder upon cancellation of an insurance policy, usually a whole life policy, before it becomes payable on death or maturity. Also known as "cash value", "surrender value" and "policyholder's equity".
Certificate of Incumbency: A Certificate of Incumbency is a document used to confirm the identity of the signing officers of a corporation. Sometimes it also confirms the names of directors and shareholders as well as minute book contents. A certificate of incumbency is often used to prove that a particular individual is authorized to enter into legally binding transactions on behalf of a company.; A Certificate of Incumbency is also known as an Incumbency Certificate, a Certificate of Officers, an Officer Certificate, a Register of Directors, and as a Secretary Certificate.
Certificate of Proof of Execution: A Certificate of Proof of Execution is a statement sworn by a witness where the witness confirms that an agreement was properly executed by one of the parties to that agreement.
Certificate of Value: In Minnesota, a Certificate of Value is filed with a real estate transfer to provide the financial terms of the property transfer, which is used in the administration of the state education aid formulas.
Certified Check: A certified check is a check for which payment is guaranteed by the bank. A certified check shows that there are sufficient funds in the account to meet the amount for which the check was drawn. A certified check is less secure than a bank draft but more secure than an uncertified check.
Certified Corporate Resolution: A Certified Corporate Resolution is a resolution of a directors' or shareholders' meeting that has been certified as correct and accurate by the secretary of a meeting and approved by the president of a corporation. Certified Corporate Resolutions may be required by external organizations for specific purposes. A bank may require a Certified Corporate Resolution for corporate signing authority or to authorize access to a corporate safety deposit box.
Chattels: Chattels are personal property. Chattels are distinct from real property or real estate in that they can be moved from one location to another. Examples of chattels may include blinds, curtains, microwaves, refrigerators, desks, and personal computers.
Child Medical Consent: A Child Medical Consent form allows parents or guardians to authorize another party consent to medical treatment for their child(ren). It is typically used when parents and children will be separated for an extended period of time, and the parent(s) will not be readily available to authorize medical treatment for the child(ren).
Child Travel Consent: A Child Travel Consent form is a document that shows authorities and foreign officials that a child has permission from parent(s) or guardian(s) to travel. The document may be requested in the following situations:; where a child is traveling with a school, church, or other organization;; where a child is traveling internationally with one parent or guardian; or; where a child is traveling internationally without a parent, with an adult who is not a parent or guardian, or alone.
Citizen: A native or naturalized member of a state or a nation who owes loyalty to its government and is entitled to its protection.
Citizenship: The status of a citizen with rights, duties, and privileges.
Closed Corporation: A closed corporation is a corporation owned by a small number of people. The shareholders may also participate in the management of the corporation. There are very few if any outside investors and as a result there is no public market for the exchange of shares. It may also be referred to as a Private Corporation or a Privately-Held Corporation.
Closely Held Corporation: A closely held corporation is a corporation owned by a small number of people. All or most of the shareholders may also participate in the management of the corporation. There are enough outside investors to support a public trade of the corporate shares.
Closing Date: A closing date is the date on which the seller of a property delivers the deed and the buyer pays for it and can take possession of the house. Closing dates are typically 30, 60, or 90 days after the contract is signed. People who are financing the purchase through a mortgage should ensure that the closing date will occur before the mortgage commitment letter expires.
Co-owned Assets: If your attorney-in-fact is a family member, you may happen to be joint owners of certain property. It is important to state that this is acceptable in your power of attorney, so that third parties dealing with your attorney-in-fact understand that the attorney-in-fact is entitled to co-own assets with you. If this is not stated, the co-owning of assets could give rise to a conflict of interests on the part of the attorney-in-fact.
Codicil: A codicil is an amendment to a Last Will and Testament. A codicil is used when you are happy with the contents of your will but need or want to make minor changes. A codicil leaves your original will intact but makes specific changes, such as adding or deleting a beneficiary, a bequest, a guardian or an attorney-in-fact. A codicil is executed in the same manner as a will.
Cohabitation: Cohabitation is the act of living together in an emotionally and physically intimate relationship without being married. The exact rights and benefits of a cohabitating couple vary by jurisdiction, but they usually do not have the same rights under the law as a married couple.
Cohabitation Agreement: A Cohabitation Agreement is a document outlining the terms by which cohabiting partners will live together. A cohabitation agreement can be used to determine how finances, property matters, debt obligations and support obligations will be handled during the relationship, as well as how they will be handled if the relationship ends. In some ways, a cohabitation agreement is similar to a prenuptial agreement for unmarried couples.
Collateral: Collateral refers to assets that secure a debt obligation. For example, in the case of a mortgage, the real property (house) serves as the security or collateral for the mortgage. If the borrower defaults on the loan, the lender can seize and sell the collateral to regain some or all of the money lent to the borrower.
Comfort Care: Comfort care refers to any treatment, including prescription medication, provided to a patient for the sole purpose of alleviating pain. Artificially administered food and water is not considered comfort care. The provision of comfort care may result in extending or shortening a person’s life.
Commercial Lease: A Commercial Lease is a legally binding contract made between a landlord and a business tenant. The lease gives a tenant the right to use certain property for a business or commercial activity for a period of time in exchange for money paid to the landlord. Additionally, the lease outlines the rights and responsibilities of both the landlord and tenant during the lease term.
Commission: Commission is a type of compensation typically given to salespeople. Commission involves paying an employee a percentage of the revenue earned from a sale that the employee has made. For example, if a salesperson earns a 10% commission on sales he or she makes, he or she will be paid $10 for making a $100 sale. Commission can be an employee’s sole form of compensation, or it may be combined with a salary or hourly wage.
Common Law Marriage: Common law marriage is similar to cohabitation, in that the couple has not gone through a legally recognized marriage ceremony. However, in jurisdictions where common law marriage exists, the couple will usually have the same or similar rights and benefits as a married couple who has gone through a legally recognized marriage ceremony.; In jurisdictions that permit common law marriage, the couple will generally need to petition the court in order to dissolve the relationship (i.e., they must get a divorce). While the way in which this contract was formed is not typical, the marriage itself is generally treated the same as any other, and it considered a legally binding contract.
Common Law Partner: A common law partner is one half of a common law marriage, that is, a 'common law spouse.'
Common Law Partner Agreement: A Common Law Partner Agreement is a written agreement that governs the rights and responsibilities of two adults who live together in a shared residence.
Compensation
Compensation Agreement: A Compensation Agreement is used to amend an employee's compensation (salary) in an employment agreement.
Compound Interest: Compound interest is where accumulated interest is added back to the principal, so that interest is earned (calculated) on interest from that moment on. The more frequently the interest is compounded, the more interest the borrower will end up owing to the lender.
Conditional Gift: A conditional gift is a gift of property which is revocable if the recipient does not fulfill conditions attached to the gift. For example: "I give my house to my friend John, provided that my friend John takes care of whatever cats I own on my death for as long as the cats shall live." Another common example is "I give my house to my friend, John Smith, provided he is alive at my death".
Confidentiality Agreement: A Confidentiality Agreement is an agreement that protects confidential information during discussions, proposals, reviews, analysis and negotiations. The agreement allows the disclosing party to share valuable confidential information but retain control over how the information is used by the receiving party. This type of agreement is useful when disclosing information to a potential purchaser, having an invention evaluated, or when an employee will have access to or create confidential information during their employment.
Consent to Action Without Meeting: A Consent to Action Without Meeting, commonly called a "resolution," is a written document that records an action or resolution authorized by the board of directors (or shareholders) of a corporation. It is also known as a resolution in lieu of meeting. Where a directors' meeting or shareholders' meeting can not be held, the same matters can be authorized by a Consent to Action Without Meeting that is signed by all the directors or shareholders, as the case may be.
Continuing Guarantee: A continuing guarantee is a guarantee where the guarantor assumes liability for any past, present and future obligations owed by a debtor to a lender or creditor. Even where the amount owing has been completely paid, the guarantor can still be liable under that line of credit if there is a subsequent indebtedness. Also known as a continuing guaranty. A common example is a guarantee for a revolving line of credit.
Conveyance Tax: Conveyance tax is a tax imposed on the transfer of real estate property. Usually there are two conveyance taxes imposed on a transfer of real estate — municipal and state or provincial.
Conveyance Tax Certificate: In Hawaii, all documents evidencing real estate transfers that are submitted for recording must be accompanied by a conveyance tax certificate. This form provides the Bureau of Conveyances with information concerning the grantor, the grantee, the property, the consideration paid and the financing terms.
Copyright: Copyright is the exclusive legal rights of the creator or copyright owner to use or copy an original work. The copyright owner also have the right to create derivative works from the original work.
Copyright Infringement: Copyright infringement is the unauthorized use of copyrighted material. Copyright infringement violates one or more of the copyright owner’s rights, such as the right to reproduce, make derivative works or perform the original work.
Corporate Bylaws
Corporate Guarantee: A Corporate Guarantee is a guarantee in which a corporation agrees to be held responsible for completing the duties and obligations of a debtor to a lender, in the event that the debtor fails to fulfill the terms of the debtor-lender contract. Also known as a corporate guaranty.
Corporate Resolution: A corporate resolution is a written document describing the action taken by the directors of a corporation. Resolutions may describe action taken during a board meeting or may have been generated by agreement of the directors without a meeting.
Corporation: Under law, a corporation is considered to be a legal person distinct from the shareholders who own it. This means that individual shareholders are not personally liable for the debts and obligations of a corporation. If a corporation fails, the shareholders will only lose the assets that they originally invested to purchase their shares. In a corporation, income is taxed twice. First, the corporation pays tax on any net profits. Second, the shareholders will pay personal income tax on any dividends they receive from the corporation. The dividends paid to shareholders are paid out of the after-tax profits of the corporation.
Creditor: A creditor is a party that is owed money, property or services from a debtor or borrower.
Cumulative Dividends: Cumulative dividends are dividends that accrue at a fixed rate until paid. If a dividend is not paid in a given year or period then it is carried forward and the shareholder would still receive those dividends in a subsequent year when the dividends are finally declared and paid. Any outstanding cumulative dividends must be paid before the common shareholders receive any payment.
Curtesy: Curtesy is a legal term meaning the common law property rights that a man is entitled to upon the death of his wife, in any property that she owned or had fee-simple rights to during her life, provided they have had lawful children born alive which might have been capable of inheriting those rights. It is a freehold estate for the term of the husband's life. This word is different than the commonly used variant courtesy which relates to showing manners.
Damage to Personal Property Release: A Damage to Personal Property Release is a general release tailored for the possible civil claims following damage to the Releasing Party's property. The Releasing Party is required to give up all known and unknown claims against the other party so care should be taken to ensure that the Releasing Party is fully aware of his, her, or its rights.
Debtor: A debtor is a party that owes a debt of money, property or services to a lender or creditor.
Declaration of Value: In Iowa, this document is filed when the real estate transfer is filed with the county recorder. The Declaration of Value states the total consideration given by the Buyer to the Seller for the property.
Deed Books: Deed books are the books, files or record storage of the records in which a county government keeps filed deeds and other important real estate related documents.
Deed of Reconveyance: A Deed of Reconveyance is a document that transfers title in real property to the borrower (Trustor) from the Trustee once the borrower has fully paid the debt secured by a Deed of Trust. In order to clear the Deed of Trust from the title to the property, a Deed of Reconveyance must be recorded with the Country Recorder or Recorder of Deeds. If the trustee fails to record a satisfaction within the set time limits, the trustee may be responsible for damages as set out by statute.
Deed of Trust: A Deed of Trust is a document where a borrower transfers the legal title for its property to a trustee who holds the property in trust as security for the payment of the debt to the lender. If the borrower pays the debt as agreed, the deed of trust becomes void and the lender executes a Deed of Reconveyance. If, however, the borrower defaults, the trustee may sell the property at a public sale under the terms of the deed of trust. In some jurisdictions, a mortgage is used instead of a deed of trust.
Default: Generally, failure to fulfill an act or obligation.; In lending, when a borrower has not met its legal obligations according to a debt contract he or she is in default. For example, a borrower defaults on a loan if he or she fails to make one or more scheduled payments.; In leasing, when a tenant fails to meet its obligations under the lease. For example, the tenant defaults if he or she does not pay the rent when it is due.
Demand Letter: A Demand Letter is a letter that expressly states a legal claim and makes a demand for compensation (restitution) for a breach of contract or legal wrong committed by the recipient. The demand letter sets out: why the compensation is being sought; how it should be provided (e.g. payment in full, payment over time, etc.); and a deadline and directions for reply.; Demand letters are frequently used to maintain some goodwill between business parties and they often encourage payment in order to avoid expensive litigation. Most demand letters contain the “threat” that if the proposed condition is not adhered to, the next communication between the parties will be through a formal legal proceeding.; LawDepot.com has demand letters for the following situations: debt owed, NSF check, action required, and stopped payment on a check.
Demand Loan Agreement: A demand loan agreement is a loan agreement where the balance owing does not need to be repaid until the lender demands to be repaid. In other words, the loan is repayable “on demand”. There is no fixed end date for the repayment of the loan. Upon demand, the borrower is given a certain period of time to repay the outstanding balance of the loan agreement.
Demand Promissory Note: A demand promissory note is a simple promissory note (or loan agreement) where the balance owing does not need to be paid until the Lender demands to be repaid. In other words, the loan is repayable 'on demand'. There is no fixed end date for the repayment of the note. Upon demand, the borrower is given a certain period of time to repay the outstanding balance of the note.
Demand for Compliance: A Demand for Compliance is a form given by a landlord to a tenant when the tenant has already been given a Notice of Lease Violation or Notice to Quit (for non-payment of rent and where the landlord has not yet terminated the lease).
Demand for Compliance or Possession: Demand for Compliance or Possession is a document that can be used by a landlord after he or she has served the tenant with either a Notice to Quit, Notice to Pay, or Notice of Lease Violation, but the tenant hasn't complied. The Landlord is demanding the tenant to either comply with that notice or to give possession of the leased premises back to the Landlord.
Deportation: The formal removal or expulsion of an undesired alien or other person from a state or country.
Deposit: A deposit is money that a buyer is required to provide to a seller up front, in order to convey that the buyer is serious about purchasing the property. The deposit prevents the seller from selling the property to someone else. Usually, the purchaser loses this 'earnest money' if the purchaser fails to complete the transaction. The deposit is applied to the purchase price if the transaction is completed.
Dissolution: Generally, dissolution refers to the termination of a contract or other legal relationship.; With respect to partnerships and joint ventures, dissolution refers to the the termination of the partnership due to certain events such as the death or bankruptcy of a partner.
Diversity Immigrant: A diversity immigrant is a person who has immigrated to the U.S. as part of the Diversity Immigrant Visa Program (also known as the Green Card Lottery.) The Diversity Immigrant Visa program allots 50,000 permanent resident visas annually to persons from countries with low rates of immigration to the U.S.
Dividend: Generally, a dividend is a share of a surplus or something extra.; In regards to corporate affairs, a dividend is a payment made to shareholders out of the corporation's profits based on the number of shares they own. Payment can be in the form of cash, new shares or even an ownership interest in other corporate property. Dividends on preferred shares will usually be for a fixed amount each year and may be cumulative or non-cumulative. Dividends on common shares typically vary depending on the profits of the company.; In bankruptcy, a dividend is a payment pro rata to a creditor of a person adjudged bankrupt.
Divorce (Contested): In the simplest terms, a contested divorce is a divorce in which one of the parties does not wish to receive a divorce (or is unwilling to agree to the other party’s terms). While mediation can often help the divorcing couple reach an agreement, litigation or binding arbitration will be necessary if they cannot agree. This type of divorce is very rare in the United States.
Divorce (Uncontested): An Uncontested Divorce is a divorce in which both parties agree to all of the terms of the divorce. This is the most common type of divorce in the United States, and in most jurisdictions simply requires drawing up the appropriate papers and filing them with the court.
Donor: A donor is a person who uses a Power of Attorney to grant another person (attorney-in-fact or attorney) authority to manage his or her financial affairs. The donor must be an adult. The donor must also be capable of making his or her own decisions at the time the power of attorney is executed. Also known as a principal.
Durable Power of Attorney: A durable Power of Attorney is a power of attorney which remains valid even if the principal or donor later becomes mentally incompetent. A durable power of attorney becomes invalid upon the death of the principal or donor. (Note: The principal must be mentally competent at the time the power of attorney is made in order for it to be valid.) In Canada, it is also known as an enduring power of attorney.
Earnest Money: Generally, earnest money is a sum of money given as a sign of one’s good faith.; In real estate transactions, earnest money is the cash deposit paid by the prospective Buyer to the Seller, as evidence of good faith to complete the purchase transaction. This deposit will be credited to the sales price upon closing but will be forfeited if the Buyer defaults. It ensures that the Buyer is serious about obtaining the necessary financing and fulfilling the other conditions necessary to purchase the property. Without earnest money, some buyers may not use their best efforts to obtain financing and may still be looking for a better deal on other houses. Often, if the Buyer does not proceed with the transaction, the Seller can keep the earnest money as damages.
Effective Date: The effective date of a contract is the date that the contract comes into effect. Unless the contract expressly states a different date for the contract to become effective, the contract is effective on the date that all parties sign the contract, or if the parties are signing on different days, the date the last party signs the contract.
Employee: An employee is any person who performs services in exchange for compensation from an employer, and whose responsibilities and duties are dictated by the employer.
Employee Evaluation: An Employee Evaluation is a written document evaluating an employee’s performance for a period of time indicated in the document.
Employee Privacy Policy Statement: An Employee Privacy Policy Statement is a document that describes an employee’s privacy rights within an organization. It outlines what information the company will collect from its employees, and describes when and where personal information can be disclosed.; Employee Privacy Policy Statement Resources
Employer
Employment Contract: An Employment Contract is a contract (either written or verbal) which sets out the terms and conditions for employment between an employee and an employer. LawDepot provides a written Employment Contract. Also known as an Employment Agreement.
Employment Identification Number (EIN): In the USA, the EIN (also known as the Federal ID number or FID) is a unique number assigned by the IRS (Internal Revenue Service) to businesses for tax reporting purposes when an SS-4 form is submitted.
Employment Offer Letter: An Employment Offer Letter is a letter offering employment to a prospective employee. An employment offer letter will typically describe the type of work the prospect is being offered, as well as the compensation that he or she will receive in exchange for doing this work.
Employment Termination Letter: An Employment Termination Letter is a letter given to an employee by an employer, which terminates the employment agreement between the two.; Employment Termination Letter Resources
Encumbrances: Encumbrances are legal rights or interests in land that limit the fee simple title to property. They can include: zoning ordinances, mortgages, easements, liens, charges, pending legal challenges, restrictive covenants, and unpaid taxes. Encumbrances do not prevent property transfers from occurring, but the grantee must be aware that encumbrances will continue to exist after the land is transferred from the grantor to the grantee unless the encumbrance(s) are otherwise discharged.
End User License Agreement (EULA): An End User License Agreement is a contract between a software developer or vendor and the purchaser of a computer software license that specifies how the software may be used. End User License Agreements are designed to protect the copyright holder by preventing unauthorized use, reproduction, or modification of the software. The End User License Agreement also defines the warranties and support available to the user and defines the limits of the software publisher's liability for any flaws. End User License Agreements are also referred to as Software License Agreements.
Enure: To come into operation or take effect. (See also "Inure")
Environmental Assessment Report: An environmental assessment report is a report created by an environmental specialist who examines a property to determine if there are any characteristics of the property that are having a negative environmental impact on the property. For example, this report would inform a real estate buyer if there were any underground storage tanks on the property that were leaking a contaminant (such as gasoline) into the soil.
Escrow: Escrow refers to the situation where the required funds (the purchase price) and documents (transfer deeds) are held by a neutral third party (the escrow agent) until closing (when all the terms of the contract have been satisfied). At closing, this third party delivers title to the property to the buyer, commission to the realtor, and balance of funds to the seller.
Escrow Agent: An escrow agent is an independent third party who holds property in trust pending completion of the terms of the Agreement. The escrow agent is responsible for collecting payments from the Purchaser and giving those payments to the Seller. Escrow agents are administratively convenient for all parties to sales transactions as they handle all funds, bills and documents relating to the sales transactions. Both the Seller and the Purchaser can give the escrow agent instructions - for example, if the Seller has failed to perform one of his or her obligations under the Agreement, the Purchaser can have the funds necessary to fulfill that obligation withheld from the Seller out of his or her monthly payment.
Eviction: Eviction is a legal process through the courts to remove a tenant from a property after the lease has terminated or the tenant no longer is entitled to possession and the tenant will not give up possession.
Eviction Notice: An Eviction Notice is a notice from a landlord to a tenant to vacate a certain property. Examples of eviction notices would be Notice to Quit, Notice to Pay or Quit, Notice of Termination, Notice of Lease Violation, Demand for Compliance and Demand for Possession. Generally, eviction notices are notices given before seeking court orders for enforcing compliance, such as specific performance.
Eviction and Lease Notices: Eviction and Lease Notices include:
Exclusion: Refusal of entry into the U.S. by immigration officials.
Exclusive Agreement Clause: Generally, an exclusive agreement clause is a clause in a contract that prevents a party to the contract from entering a similar contract with a third party.; In the case of a Music Recording Contract, an exclusive agreement clause prevents the artist from entering a similar recording agreement with another recording company. An exclusivity clause is usually a necessary clause to prevent the conflicts that would occur where two production companies attempt to market the same band.
Execute (a document): When a person executes a document, he or she signs it with the necessary formalities. For example, if there is a legal requirement that the signature of the document be witnessed, the person executes the document by signing it in the presence of the required number of witnesses.
Execution: When a person executes a document, he or she signs it with the necessary formalities. For example, if there is a legal requirement that the signature of the document be witnessed, the person executes the document by signing it in the presence of the required number of witnesses.
Executor: An executor is the person responsible for administering or probating a person's estate upon their death. An executor is responsible for probating the will, collecting the assets of the estate of a deceased person, paying any debts of the estate, paying state and federal taxes, and distributing the assets of the estate in accordance with the directions of the Last Will and Testament. Also known as a personal representative. The executor is appointed in a last will and testament.
Federal Housing Administration (FHA): In the United States, the Federal Housing Administration (FHA) provides housing mortgage loan insurance to qualified applicants who get loans from certified lenders, guaranteeing the mortgage in the event of a default by the Buyer. The FHA allows those who normally could not qualify for a mortgage to qualify for one because the FHA will pay the mortgage in the event of a default. The FHA helps those with poor credit history, those who cannot afford much of a down payment, and others who for one reason or another are unlikely to obtain a mortgage from a regular mortgage broker. *In Canada this is the Canada Mortgage and Housing Corporation (CMHC).
Fee Simple: Fee simple is the greatest interest that a person can have in a parcel of land. The holder of a fee simple has complete ownership with unconditional powers of disposition during the owner's life, and upon death the property descends to the owner's designated heirs.
Fixed Fee: A fixed fee is a flat rate of payment that does not change.
Fixed Term Lease: A fixed term lease creates a fixed term tenancy. A fixed term lease has a specified end date (e.g. July 4, 2008), rather than one that is continuously renewed indefinitely (periodic tenancy).
Fixed Term Tenancy: A fixed term tenancy is a tenancy agreement that begins on a specified date and continues through to a predetermined expiry date. A fixed term tenancy can have a fixed end date where it specifies the exact day the tenancy will end or it can end after a fixed number of weeks, months, or years. The advantage with a fixed term tenancy is that neither party has to give notice to terminate the lease, it simply ends on the specified date. During a fixed term lease the landlord cannot increase the rent, or change any other terms of the lease unless he specifically reserves the right in the agreement, and the tenant agrees to the changes.
Fixtures: Fixtures are items of personal property that have been attached to land or buildings in such a way that they cannot be removed without damaging the item, land or building. Chandeliers, custom-made drapes, built-in appliances, built-in cupboards, window blinds, light fittings, and wall-to-wall carpeting are examples of items that are usually considered fixtures.
General Partner: A general partner is a partner who contributes money to a partnership, likely has a say in the day-to-day operations of the partnership, and has unlimited liability for the debts and obligations of the business.
General Release: A General Release is an enforceable promise not to proceed with a legal claim in exchange for money or other compensation. Also known as a waiver.
General Release of Claims: A General Release of Claims is a broad release from all possible civil claims resulting from a dispute. Since the Releasing Party is giving up all known and unknown claims against the other party, care should be taken to ensure that the Releasing Party knows its rights.
General Warranty Deed: A General Warranty Deed is a document that is recorded at the county recorder's office and which conveys title to real estate from the Seller to the Buyer. As compared to a quitclaim deed, it contains a guarantee from the Seller that the Seller is entitled to sell the property, that there are no outstanding encumbrances other than those listed on the deed, and that the Seller will defend the Buyer against any claims brought against the property by individuals claiming to have a prior interest in it.
Gift Deed: A Gift Deed is used to transfer an article of monetary or sentimental value to a family member or friend. It can also be used to donate items to an organization of the donor’s choice, such as a museum. The donor will retain physical possession of the gift until the gift is transferred, or the donor becomes mentally incapacitated or dies. There are two types of gift deeds: revocable and irrevocable. With a revocable gift deed, the donor keeps the legal document until he or she decides to give the document to the recipient of the gift. The donor can, at any time, revoke the gift deed document, and is not legally obligated to give the gift. With an irrevocable gift deed, the recipient of the gift becomes its legal owner as soon as the donor physically delivers the gift deed document to him or her. The gift cannot ever be revoked. In both cases, the right to obtain physical delivery of the gift is postponed until the gift is actually given, or the donor becomes mentally incapacitated or dies.
Goods in Exchange: Goods in exchange' is a phrase used to indicate that one party will give goods to a second party in exchange for something of value, similar to bartering. The goods in exchange can be in addition to a cash portion of the purchase price.
Grantee: Generally, a grantee is a person who receives a grant.; In the case of a transfer of property by deed, the Grantee is the person who receives an interest of the property from the Grantor and would include everyone whose name will be on the title of the property once it has been transferred. A person can be both a Grantor and a Grantee on a deed. For example, if John Smith currently holds title to a home and he wants to convey half interest of that family property to his wife, Mary Smith, John Smith would be listed as the Grantor, and John Smith and Mary Smith would be listed as the Grantee.
Grantor: Generally, a grantor is a person who bestows or gives possession of something.; In the case of a transfer of property by deed, the grantor is the person who gives an interest that he or she holds in the property to someone else (the grantee).
Green Card: A United States identification card that serves as proof that its holder, a Lawful Permanent Resident (LPR) has been officially granted immigration benefits, which include permission to conditionally reside and take employment in the USA. Also known as a United States Permanent Resident Card.
Gross Rent Lease: A gross rent lease is a type of Commercial Lease where the tenant pays just a flat base rent without any additional rent for operating or other expenses. The landlord is responsible for paying all other expenses associated with operating and maintaining the property. Operating expenses may include insurance, utilities, maintenance expenses and sometimes taxes.
Gross Ticket Sales: The revenue generated from ticket sales before expenses are deducted.
Guardian: A guardian is someone who is legally responsible for a child who is not their biological child. A guardian includes foster parents, parents who have adopted a child, or any adult who has been granted custody of a child in a situation where the child’s parents are absent or deceased.
Health Care Directive: A Health Care Directive outlines a person’s wishes regarding medical treatment in the event that they are incapacitated and unable to express these wishes personally. LawDepot’s health care directive includes a medical power of attorney and a living will.
Health Care Provider: A health care provider is any person who is licensed, certified or otherwise legally authorized to administer health care in the ordinary course of business or practice of a profession.
Health Care Representative: A health care representative is a person that has been assigned in a medical power of attorney to make health care decisions on behalf of someone else. A health care representative should not be: someone who is mentally incapable; someone who is under the age of 18; a treating health care provider; a non-relative employee of the principal's treating health care provider; an operator of a community care facility; or a non-relative employee of an operator of a community care facility. Also known as a Health Care Agent or a Health Care Proxy.
Homestead Property: Homestead property refers to real property occupied by a person as his or her primary home or dwelling place. An individual can only have one homestead property at any one time.
Hull Identification Number (HIN): A Hull Identification Number is a 12 digit alpha-numeric number that all boats manufactured after 1972 are equipped with on their transom (the flat rear end of the boat). No two boats have the same Hull Identification Number, so this number can be used to easily identify a specific boat.
I-134 Affidavit of Support: A form used by a sponsor in order to show that the immigrant being sponsored has adequate means of financial support and is not likely to become a public charge. The Affidavit of Support I-134 must be used by sponsors of aliens (foreigners) who do not fall within the definition of 213A of the Immigration and Nationality Act (INA). This affidavit of support I-134 is also used by sponsors of students and parolees as well as sponsors of diversity or returning resident applicants. Those sponsoring family-based immigrants or employment based immigrants who are coming to work for relatives or for companies where relatives of the immigrant own 5 percent or more of the company must use the Affidavit of Support I-864.
Immigrant: A person who leaves one country to become a permanent resident of another country.
Immigration and Nationality Act (INA): An Act which, together with other immigration laws, treaties, and conventions of the U.S., relates to the immigration, temporary admission, naturalization, and removal of aliens.
Incapacity: Incapacity means that a person is unable to understand information relevant to making a decision about the management of property, or is unable to understand and appreciate the foreseeable consequences of making (or not making) a decision about the management of property.; If a principal/donor is incapacitated, he or she cannot create a valid Power of Attorney, Health Care Directive or Last Will and Testament. Someone who is incapacitated cannot be appointed as an attorney-in-fact or a health care representative. Also referred to as mental incapacity.
Incorporation: The legal process by which a corporation is created and organized in a specific jurisdiction.
Incorporation Date: The incorporation date is the date that the contact person authorizes the filing of this Corporation. It is usually the current date unless there is some specific reason for wanting the corporation to not exist until a certain day in the future.
Incorporator: An incorporator is a person or persons who organize a corporation and file the Articles of Incorporation with the applicable government department. Once the filing is complete, the incorporator's function is complete. After that the management of the corporation is performed by the directors. All actions of incorporators and directors are subject to ratification by the shareholders.
Injunction: Generally, an injunction is a court order requiring a person or persons to do a particular act or refrain from doing a particular act.; In regards to confidentiality, an injunction is a court order preventing a party from actually disclosing confidential information. This remedy is often more beneficial than monetary damages for breach of a confidentiality agreement which may be insufficient due to the nature of the confidential information. It also avoids the difficulty of measuring the damage caused by actual disclosure of the information.; In regards to trademark and copyright law, an injunction is a court order preventing a party from using your trademark or breach your copyright. This remedy is often more beneficial than monetary damages which may be insufficient due to the nature of the breach. It also avoids the difficulty of measuring the damage caused by the actual breach of your trademark or copyright.
Inspection Report: An Inspection Report is a written account of any existing damage to leased property (premises). Typically, an inspection report is completed at the beginning of the tenancy and at the end of the tenancy. The landlord and tenant should both get a copy of this report. In some jurisdictions, an inspection report is required upon moving out as a condition for the landlord to make a claim against the tenant's security deposit.
Interest: Interest is an amount charged to a borrower for the use of the lender’s money. It is usually expressed as a percentage of the amount borrowed and is specified as an annual interest rate.
Inure: To come into operation or take effect. (See also "Enure")
Inventory of Property Transfer: New Hampshire law requires all buyers of real estate to complete and file an Inventory of Property Transfer with the New Hampshire Department of Revenue Administration within 30 days of closing. It contains information relating to the circumstances of the sale, as well as the Buyer's opinion as to whether or not the purchase price reflected fair market value for the property.
Invoice: An Invoice is a standard sales agreement suitable for the purchase and sale of merchandise.
Invoice Date: The invoice date is the date that an invoice was created by the seller.
Involuntary Withdrawal from Partnership: A process where a partner is withdrawn from a partnership without that partner's consent. Here the partnership is giving notice to that partner. Examples of involuntary withdrawal are: death of partner, incapacity of partner, disability of partner, incompetence of partner, breach of fiduciary duty by partner, criminal conviction of partner, operation of law against partner, and legal judgment against partner.
Issued Shares: Issued shares are authorized shares that have actually been issued or sold to shareholders. Un-issued shares do not represent an equity holding in the corporation. A shareholder's equity will be determined based on the total number of issued shares and will not include the remaining authorized but un-issued shares. Note also that a corporation may own or purchase its own shares but that this is different from un-issued shares.
Job Placement Counseling: Occasionally, an employer may offer to provide job placement counseling to a terminated employee. Job placement counseling services help place the employee in a new job that is suitable for his or her skills and level of experience.
Joint Attorneys-in-fact: If a principal to a Power of Attorney appoints more than one attorney-in-fact, he or she will have to decide whether the attorneys-in-fact will be Joint Attorneys-in-fact or Joint & Independent Attorneys-in-fact. Joint Attorneys-in-fact must act together. They must both agree before any action can be taken, and they must both take the same action at the same time. If one is absent, or if they do not agree, no action can be taken.
Joint Custody: Joint custody is a custodial arrangement in which two parents who do not live together share the decision making responsibilities for their child(ren).
Joint Tenancy: Joint tenancy refers to an undivided interest in property, taken by two or more joint tenants. The interest must be equal, accruing under the same conveyance, and beginning at the same time. Upon the death of a joint tenant, the interest passes to the surviving joint tenant(s), rather than the heirs of the deceased. This type of ownership is commonly used by couples who want the surviving partner to receive ownership of the deceased’s share of the property.; However, some states have statutory provisions which deem joint tenancies to be severed upon the death of one joint tenant, unless the joint owners have an agreement in writing stating otherwise. Other states have abolished the recognition of joint tenancy altogether and will treat all instances of joint tenancy as tenancy in common. It is important to understand how a specific state’s statutory provisions will affect the ownership rights of both joint tenants and tenants in common if you are planning your affairs.
Joint Venture: A Joint Venture is a business arrangement where two or more individuals or entities work together for a single purpose and often for a limited time. It allows members to share development costs and resources to create synergies and become more competitive economically, but without becoming liable as general partners for the actions of fellow members.; However, where the business relationships between the members of a joint venture become too close, and revenues are intermingled, the entity may resemble a partnership and will risk incurring the "joint and several" liability that is typical of a partnership. Although all members of a joint venture usually have a view to profit, they do not necessarily pool their profits and losses. Joint ventures are commonly used between a local and a foreign company to facilitate the entrance of a domestic business into a foreign market and vice versa.
Joint Will: A joint will is a single will that covers two people. A joint will determines the distribution of property in a certain way regardless of who dies first. Usually, all the assets go to the survivor but this distribution is not a requirement for it to be a joint will. A joint will can not be changed after one of the parties dies. Accordingly, a joint will can be problematic if the survivor is young and his or her circumstances change such that a change in the will would be required.
Joint and Several Liability: Joint and Several Liability refers to the liability of more than one person, where each person can be liable for the entire amount of damages done by all. For example, if a partnership was found liable for damages and one partner was unable to pay their share, the remaining partner would be required to pay all damages including the share of the delinquent partner.
Jurisdiction: Generally, the power, right, or authority to interpret, apply, and declare the law.; In respect to courts, jurisdiction refers to the authority of the court to interpret and apply certain laws with respect to a specific matter in a specific territorial area.; In respect to contracts, jurisdiction is a geographical and political territory that has its own laws. It is a territory with boundaries, such as a state or a province. For example, California is a jurisdiction in the United States, Ontario is a jurisdiction in Canada, Scotland is a jurisdiction in the United Kingdom, and Queensland is a jurisdiction in Australia.
LLC Operating Agreement: An LLC Operating Agreement is an agreement between members of a Limited Liability company (LLC) describing the rights and obligations of the members in relation to each other and to the LLC.
Landlord: A landlord is an owner of land or a building who has leased some or all of the land or building to another person or persons for a certain period of time.
Last Will and Testament: A Last Will and Testamentis a legal declaration of a person (a testator) expressing his or her wishes as to the disposition of his or her property or estate after death, usually written and signed by the testator and two witnesses.
Lawful Permanent Residence (LPR): Any person who is not a citizen of the United States but is residing in the U.S. under legally recognized and lawfully recorded permanent residence as an immigrant. Also known as "Green Card Holder," "Resident Alien Permit Holder," and "Permanent Resident Alien"
Lease: With respect to land, a contract between a tenant and an owner that sets forth the term of the occupancy, amount of the rent and the conditions that the tenant must abide by to possess and use the property.; With respect to personal property or equipment, a contract for the rental of that item that provides for the term of the rental, the cost of the rental and other terms and conditions of the rental.; With respect to a lease to own, a method of financing the purchase of property.
Leasehold Improvements: Leasehold improvements are expenses incurred for the permanent improvement to a leased property. They are considered fixed assets and depreciate in value over the period of the lease. Unless the lease provides otherwise, leasehold improvements become the property of the landlord at the end of the lease.
Legal Land Description: Legal Land Description is how the government describes sections of land for the purpose of government records and the determination of ownership. In North America, most jurisdictions use a township and ranges system. The legal land description may be conveyed in various ways with the most common way being a series of numbers, such as SW19-57-8-W5. Your legal land description may be found on your land title, in tax assessment information, and in your mortgage agreement. It is NOT your street address.
Lender: A lender is a person or corporation that gives something of value (money, property, or some service) to a borrower on the condition that the lender will be repaid the principal amount plus any interest at a later date.
Liability Insurance: Liability insurance is a form of insurance that is designed to offer specific protection against third party claims. Payment is not typically made to the insured, but rather to someone who has suffered loss due to the actions of the insured and who is not a party to the insurance contract. Liability insurance generally does not cover damage that is caused intentionally.
License: Generally, a license is permission to do something that would otherwise be illegal.; In regards to computer software, a license grants a limited right to a customer allowing use of software according to specified terms of use.
Limited Guarantee: A limited guarantee is a guarantee that is limited to a specific dollar amount (e.g. $25,000). Guarantors are only liable for the debt up to the amount of the limit imposed in the guarantee. The Lender would only be able to go after the Debtor for any amounts owed over that limit.
Limited Liability Company (LLC): A Limited Liability Company (LLC) is a business entity that enjoys the more attractive features of both a partnership and a corporation. It is similar to a corporation in that the liability exposure of individual members is limited to what each has invested in the business. An LLC is similar to a partnership in that it can be taxed at only one level. Like a partnership, income passes through and is taxed against individual members as personal income. The exact tax implications of an LLC will vary between jurisdictions. An LLC is managed by members or a management team.
Limited Liability Partner: A limited liability partner is a partner who only contributes money to a limited liability partnership and does not have any control of the day-to-day operation of the partnership. His or her liability is limited to the amount of capital he or she contributed to the partnership. Limited partners that participate in management of the partnership are exposed to the same liability as general partners. Limited partners have the right to participate in any decisions that affect their partnership interests, such as amending the partnership agreement or admitting a new partner, unless these rights are restricted by the partnership agreement. Their liability is limited to the amount of capital they contributed to the partnership. A general partnership will not have any limited liability partners.
Limited Liability Partnership: A limited liability partnership is a partnership consisting of one or more general partners and one or more limited liability partners. A general partner actively manages the business and may contribute capital to the partnership. A general partner has unlimited liability for the debts and obligations of the business. A limited partner will contribute capital to the partnership but will have no active role in running the business. The liability of a limited liability partner is limited to the amount of capital they contributed to the partnership.
Limited Partnership: A Limited Partnership is a partnership with one or more general partners and one or more limited liability partners. A general partner actively manages the business and may contribute capital to the partnership. A general partner has unlimited liability for the debts and obligations of the business. A limited partner, however, contributes capital to the partnership but has no active role in running the business. The liability of limited partners is only the amount of capital they contributed to the partnership.
Living Will: A living will allows you to express your wishes regarding specific medical treatments when you are dying and unable to personally communicate those wishes. Also called a health care proxy. A Living Will is part of LawDepot's Health Care Directive.
Loan Agreement: A Loan Agreement is a legal contract that provides the terms and conditions of a loan. The loan agreement is signed by both the borrower and the lender, and it sets out the rights and responsibilities of all parties involved.
Lump Sum: A lump sum is a one-time payment of money, as opposed to a series of payments. In a promissory note or loan agreement, the lump sum payment is usually made at the end of the term of the note or agreement.
Managing Partner: A partnership may have a managing partner who is responsible for managing the business. The managing partner will make all the day-to-day decisions of the partnership. The managing partner will have unlimited liability for the debts and obligations of the company. All partners in a general partnership will have the right to participate in the management and control of the partnership unless the management obligations are delegated to one or more managing partners in the partnership agreement.
Master Recording: A master recording is the original audio recording from which copies can be made. When recording to magnetic or digital tape, the recording is referred to as a “master tape.” When recording to a computer hard disk, the finished recording is referred to as “session files.”
Mechanical Royalties
Mediation
Medical Power of Attorney: A medical power of attorney allows you to designate someone to make health care decisions for you when you are unable to do so yourself. If you have a living will the decisions made by your medical attorney-in-fact will be constrained by that document. A medical power of attorney assists someone that has a living will, because your attorney can help in instances that are not covered by your living will or in gray areas. In those cases your attorney can ensure the intent of your wishes is followed. A Medical Power of Attorney is part of LawDepot's Health Care Directive.
Mello-Roos Community: In California, this term is used to refer to new communities in which a special tax is levied in order to help defray some of the costs of developing and maintaining the infrastructure of the community.
Military Divorce: The laws surrounding divorce in the United States are different when one or both spouses are in the military. Even in an uncontested divorce, military divorces can be more complicated than civilian divorces, and it is generally recommended that individuals going through a military divorce consult an attorney who is familiar with this type of divorce.
Minor Child: A minor child is a child under the legal age of consent. This typically means that the child is under the age of 18, though some states do not consider a person an adult until the age of 21. In certain situations, such as if the child is married or is an emancipated minor, a child under the age of 18 will not be considered a minor child.
Minute Book: A Minute Book is a written document containing a history of all key corporate records and documents. The documents in a Minute Book include, among others, corporate articles, bylaws, directors' resolutions, shareholders' resolutions and annual reports. Also included in the Minute Book are minutes of shareholders' meetings and minutes of directors' meetings, which describe actions taken and resolutions passed during any regular or special meeting of shareholders or directors.
Minute Book Rights of Inspection: A Minute Book Rights of Inspection document outlines the different rights to inspect corporate books and records for creditors, stockholders and directors. This document can be included in the corporate minute book or in a policy and procedure manual.
Minutes: Minutes refers to a written document that records items discussed at a board meeting, including actions taken and resolutions passed.
Mirror Wills
Mortgage Agreement: A Mortgage Agreement is a document where a mortgagor grants a mortgage interest in its property to a mortgagee (such as a bank) to secure a loan from the mortgagee. A mortgage is most often used to finance the purchase of property. Upon full payment of the loan, the mortgagee is required to execute a satisfaction of mortgage. In some jurisdictions, a deed of trust is used instead of a mortgage.
Mortgage Execution Date: The mortgage execution date is the date upon which a mortgage agreement was originally signed.
Mortgage Registration Date: The mortgage registration date is the date the mortgage was registered at the Office of the Judge Probate, County's Office, Register of Deeds, or Land Registry Office.
Mortgagee: A mortgagee is an individual or entity (such as a bank) that has lent money to a Mortgagor and received a mortgage against the Mortgagor's property to secure this loan.
Mortgagor: A mortgagor is an individual or entity that has borrowed money from a mortgagee (such as a bank) to purchase property and granted a mortgage to the mortgagee against the purchased property.
Motor Vehicle Accident Release: A Motor Vehicle Accident Release is a general release tailored for possible civil claims resulting from a motor vehicle accident. The Releasing Party is required to give up all known and unknown claims against the other party, so care should be taken to ensure that the Releasing Party is fully aware of its rights.
Municipal Description: The municipal description of a property is the street address of a property as it would be affixed on a postage envelope. For example, 1234 Oak Street, Los Angeles, California 53322.
Music Recording Contract: A Music Recording Contract is a recording agreement used by a record company or other business organization to enter into a contractual agreement with an individual, group or band for their exclusive services as a recording artist for that company. A music recording contract usually has renewal options, royalty breakdowns, distribution requirements and similar terms.
Mutual Consent No Fault Divorce (Pennsylvania): If both parties have agreed that the marriage has ended and if both parties agree on the major issues of the divorce such as: custody, support and property division, they can divorce by filing a Complaint in Divorce package. After 90 days, both parties must file an Affidavit of Consent. LawDepot provides forms that will assist you and your spouse, if you wish to proceed with a Mutual Consent No Fault Divorce.
Mutual Release: A Mutual Release is a General Release tailored for use when both parties claim that each other is to blame for the injuries or damages that they have suffered. Since both parties are giving up all known and unknown claims against the other party, care should be taken to ensure that the parties are fully aware of their rights. Normally both parties simply release the other from future liability. However, if one party is more at fault they can be asked to give extra consideration (compensation).
N-400 Application for Naturalization: The N-400 Application for Naturalization is a US Citizenship form. Permanent residents of the United States, who meet certain requirements, can apply for United States Citizenship using this form. The N-400 Application for Naturalization is also known as USCIS Form N-400, Form N-400, Immigration Form N-400, or simply N 400.
NSF Check: NSF stands for “not sufficient funds.” A NSF check happens where a check has been drawn on an account with insufficient funds to meet the value of the check, or against a closed account.
Naturalization: The process by which U.S. citizenship is granted to foreign citizens or nationals after they fulfill the requirements established by Congress in the Immigration and Nationality Act (INA).
Net Ticket Sales: The revenue generated from ticket sales after expenses have been deducted.
Non-Competition Clause: Generally, a non-competition clause is inserted into a contract to prevent one party from competing with another party. The first party has usually gained certain information from the second party or the first party has sold this information to the second party for use in its business. Also known as a non-compete clause.; In the purchase and sale of business, a non-competition clause is used to prevent the seller from competing with the purchaser in the same business area for a certain period of time.; In employment contracts, a non-competition clause is used to prevent an employee from pursuing work in a similar profession or trade or starting a company in competition with its employer during the employee's employment and for a certain time after the employment is terminated.; In confidentiality agreements, a non-competition clause is used to prevent a party that has been given confidential information from using that information and competing with the second party in a certain business in a specific geographical area for a certain time period.
Non-Continuing Guarantee: A non-continuing guarantee is a guarantee where the guarantor assumes liability for past and present obligations owed by a debtor to a lender or creditor. The obligation ceases once that debt or liability has been satisfied.
Non-Disclosure Agreement: A Non-Disclosure Agreement, also known as a confidentiality agreement, is an agreement that protects confidential information during discussions, proposals, reviews, analysis, and negotiations. The agreement allows the disclosing party to share valuable confidential information but retain control over how the information is used by the receiving party. This type of agreement is useful when disclosing information to a potential purchaser, having an invention evaluated, or when an employee or contractor will have access to or create confidential information during their employment/retainer.
Non-Solicitation Clause: A non-solicitation clause is a clause inserted into a contract to prevent a contractor, employee, or former employee from soliciting employees or customers away from a company. These parties met or gained knowledge of these employees or customers while "working" for that company. As such, they are trying to steal an asset of that company.
Notarial Acknowledgment: Notarial acknowledgment refers to an acknowledgment from a Notary Public as to the execution of a document. In the acknowledgment, the notary public certifies:; That the signer personally appeared before the notary public on a certain date and in a certain county.; As to the identity of the signer (personally known or upon satisfactory evidence).; That the signer acknowledged executing the document.
Notary Public: A notary public is a state-appointed official who is authorized to authenticate the signing of a legal document by verifying the identity of the persons that sign the document.
Notice
Notice of Intent to Vacate: A Notice of Intent to Vacate is a form used by a tenant when the tenant has entered a fixed term lease with the landlord, and the tenant has opted to leave the premises when the term of the lease ends.
Notice of Lease Violation: A Notice of Lease Violation is a notice used by a landlord to alert a tenant that one or more terms of lease have been violated. The notice states how much time the tenant has to correct the violation. When a tenant has not paid his or her rent, a Notice to Pay is used instead of a Notice of Lease Violation.
Notice of Termination by Landlord: A Notice of Termination by Landlord is a notice used by landlords to end a periodic tenancy or a tenancy where the lease requires advance notice of termination.
Notice of Termination by Tenant: A Notice of Termination by Tenant is a notice used by a tenant when the tenant has a valid reason to end a periodic tenancy or a fixed term lease (e.g. landlord refuses to make repairs).
Notice of Withdrawal from Partnership: A Notice of Withdrawal from Partnership is a document that gives notice to a partner, a partnership or the rest of the members of a partnership when a partner is withdrawing from a partnership for voluntary reasons or when a partner is being removed from a partnership for involuntary reasons.
Notice to Enter: Notice to Enter refers to a notice of a landlord’s intention to enter a leased property for a certain purpose (such as an inspection or repair). A landlord usually does not have the right to enter a leased property unless there is an emergency, for example a fire or gas leak, or unless the landlord gives the tenant proper notice as defined by statute. So long as the proper notice is given, a tenant cannot refuse entry to a landlord. Some statutes also provide what hours a landlord can enter the premises.
Notice to Increase Rent: A Notice to Increase Rent is a notice given by a landlord to a tenant when the landlord wishes to increase the rent charged on the premises.
Notice to Pay Rent: A Notice to Pay Rent is a notice given by a landlord or property owner to a tenant who has failed to pay rent on time.
Notice to Quit: A Notice to Quit is a notice given by a landlord or property owner to a tenant when the tenant has:; failed to pay rent within the required time after it was due.; caused serious damage to the premises; caused violence or threats to health, safety of property, or other tenants; performed illegal activities on the premises (drug use, prostitution, etc.); A Notice to Quit is a precursor to eviction.
Notice to Repair: A Notice to Repair is a notice used by tenants to inform landlords of a repair or repairs that need to be made to a leased property.
Odometer: An odometer is an instrument display on a vehicle's dashboard that shows the total number of miles or kilometers that the vehicle has traveled.
Officers: In respect to businesses, officers are members of the upper level management of a corporation that are appointed to their positions by the Board of Directors. The officers of a corporation include the president, CEO, secretary, treasurer, and other individuals in similar positions. Officers are responsible for managing the daily operations of a business. Even a small corporation has to have officers such as president and secretary/treasurer.
Option to Purchase: An option to purchase refers to a lease which allows a tenant to buy the rented property at an agreed price during a lease term. Usually the tenant pays the landlord a non-refundable option deposit and in exchange the tenant has the exclusive right to buy the property from the landlord. If the Tenant takes advantage of the option, the Tenant's option deposit will go towards the purchase price of the property. If the Tenant does not take advantage of the option, the Landlord will get to keep the deposit and neither party will have any further rights or claims against each other concerning the option.
Ordinary Power of Attorney: An ordinary Power of Attorney is a power of attorney which becomes invalid upon either the mental incompetence or death of the principal/donor. An ordinary power of attorney is only valid as long as the principal/donor is mentally capable of acting for him or herself.
Overtime: Any hours worked beyond the standard amount in a pay period. If the employee is paid an hourly wage, he or she will usually receive extra pay for overtime (e.g. time and a half).
Par Value: Par value is the nominal or face value assigned to a share. Currently, a share is typically issued without par value. Par value does not necessarily reflect the amount paid for share nor its current market value. Par value does not represent the redemption amount for redeemable shares. It is still used by some states however as a method to calculate the capitalization of the corporation (Par Value multiplied by number of shares issued).
Partial Repayment of Debt Release: A Partial Repayment of Debt Release is a general release tailored for use as a debt settlement between two parties. The Releasing Party agrees to accept less than they are legally due as a trade-off for reaching a final settlement. Generally, this release is used for disputes resulting from the sale of goods or services.
Partnership: A partnership is a form of business organization in which two or more individuals manage and operate the business with a view to making a profit. Each partner shares a fixed proportion of the partnership profits and losses. Depending on the type of partnership, each partner may be personally liable for the debt and obligations of the company. One benefit of a partnership is that partnership income is only taxed once. Partnership income flows through to the individual partners who will be taxed on their partnership income. This contrasts with a corporation where income is taxed at two levels. Corporation income is taxed twice: first as a corporate entity and also at the shareholder level where shareholders are taxed on any dividends received.
Partnership Agreement: A Partnership Agreement is a formal contract between two or more individuals or entities that establishes a business partnership. The partnership agreement sets out the rights and responsibilities of the partners.
Partnership Amendment: A Partnership Amendment is used to add, modify, or delete terms of an existing partnership agreement.
Patent: A patent is the exclusive right of an inventor, as granted by the government, to manufacture, use or sell an invention, method, process or the composition of a substance for a certain period of time.
Patent Infringement: Patent infringement occurs when a person without authority makes, uses or sells any aspect of a registered patent (product, idea or concept).
Percentage Lease: A percentage lease is a specific type of rental arrangement that applies mainly to retailers, especially in shopping centers or multiple-tenant malls. In a percentage lease, the tenant pays a fixed or base rent plus a percentage of gross income, sales or revenue.
Performance Agreement: A Performance Agreement is a contract used to hire musicians, comedians, magicians, and other performing artists for specific performances. Also known as booking agreement or personal appearance agreement.
Periodic Tenancy: A periodic tenancy is a lease where there is no definite or fixed termination date. A Notice of Termination is required to end a periodic tenancy lease.
Permanent Coma: A permanent coma is a profound state of unconsciousness caused by disease, injury, poison, or other means, and for which it has been determined that there exists no reasonable expectation of regaining consciousness.
Persistent Vegetative State: A persistent vegetative state is a permanent and irreversible condition in which a person makes no voluntary actions and demonstrates no evidence of having thoughts, is unable to communicate, and is unaware of his or her own existence.
Personal Guarantee: In lending, a Personal Guarantee is a guarantee in which an individual agrees to be responsible for the financial obligations of a debtor or borrower to a lender, in the event that the debtor or borrower fails to pay an amount owing under the loan agreement.; In leasing, a Personal Guarantee is where a third party guarantees the payment of rent by the tenant to the landlord. If the tenant fails to pay the rent, the landlord can go after the guarantor for any amounts owing under the lease.
Personal Injury: A personal injury is an injury, either physical or psychological, that a person has suffered as the result of an accident. A person who suffers a personal injury due to an accident that was the fault of someone else may be entitled to compensation from the party who’s negligent conduct caused the injury.
Piggyback Rights: A tag-along clause (or piggyback rights) protects minority shareholders in the event of a third party buyout. If a majority shareholder sells his/her shares to a third party, the minority shareholder has the right to become part of the transaction and sell his/her shares to the same third party purchaser at the same price and on similar terms. Thus, the third party, if they wish to purchase the shares, must be prepared to purchase ALL of the outstanding shares. The benefit to the minority shareholder is that they can avoid being in business with an unwanted new co-owner. It also ensures that all shareholders will receive similar buyout offers and protects small shareholders from being forced to accept much less attractive offers. A shortcoming of tag along rights is that it may cause delays in the sale of shares.
Power of Attorney: A Power of Attorney is a document that grants someone else (called the Attorney-in-fact) the power to act on your behalf on matters that you specify. A power of attorney allows your attorney-in-fact to do anything you (the Principal) can do yourself, with a few exceptions—such as areas where you possess specialized skills that your attorney-in-fact does not (for example, if you are a dentist, you cannot authorize your attorney-in-fact to practice dentistry on your behalf). Typically, however, a power of attorney is used to grant the attorney-in-fact decision making power over your financial and property matters. You may place limitations on what your attorney-in-fact may or may not do when creating a power of attorney.
Preconditions to Employment: Preconditions to employment are conditions that a prospective employee must meet in order to be hired by an employer. Common preconditions of employment include signing an employment contract, passing a drug/alcohol screening test, agreeing to a criminal record check, providing a letter of reference, and providing proof of work eligibility.
Premises: Premises refers to a building and its land, or part of a building and its land. In leasing, premises refers to the area or space that is being leased under the lease agreement.
Prenuptial Agreement: A Prenuptial Agreement is a written contract between a couple prior to their marriage, outlining the terms of the marriage should it dissolve. A prenuptial agreement is typically used to outline issues regarding personal assets, property, and spousal support.
President: A president is an executive officer of a corporation and is usually responsible for the day-to-day operations of the corporation. The president will report to the board of directors.
Principal: In finance, a principal is a sum of money owed as a debt, upon which interest is calculated.; In commercial law, a principal is a person who authorizes an agent to create one or more legal relationships with a third party on the principal's behalf.
Private Corporation: Definition of "Private Corporation"; A private corporation is a corporation owned by a small number of people through a limited issue of shares in the corporation. The shareholders may also participate in the management of the corporation. There is no public issue of shares and as a result there is no public market to trade shares. A private corporation is the opposite of a public company. A private corporation typically relies on an exemption from registration and prospectus requirements under any securities legislation.
Probate: Probate is the legal process of proving the validity of a will, appointing an executor and settling the estate of a deceased person by resolving claims and distributing the residue of estate.
Probationary Period: A probationary period is a limited period of time after the employee commences work during which either party has the right to terminate the agreement. In some jurisdictions, termination can occur without notice or compensation (other than wages owed for hours of work already completed). Many employers require their employees to successfully complete a probationary period before offering them a longer term position. A typical probationary period is three months.
Profit and Loss Allocation: Profit and loss allocation refers to the different percentage of a partnership’s losses and profits that different members of the partnership may be responsible for and entitled to.
Promissory Note: A Promissory Note is a legal document evidencing that a borrower will repay a loan to a lender under the terms agreed upon in the note. A Promissory Note is also known as an I.O.U. or a Loan Note. A promissory note is a very simple loan agreement.
Proof of Service: Proof of service is evidence that can be introduced into court to verify that the landlord or tenant did in fact receive a copy of the document. Anytime a process server or court official is used to deliver a notice to the landlord or tenant, it is advisable that you request a proof of service.
Prorations: Prorations are expenses or credits that are shared proportionately between a buyer and a seller as of the closing date.
Public Charge: An alien (foreigner) who has become or is likely to become primarily dependent on the government for subsistence.
Public Company: A public company is a company that is owned by the general public and whose shares are publicly traded through a listing on a stock exchange. Unless an exemption is available, the issue of any shares of a public company must comply with the applicable securities legislation.
Public Interest Parolee: An individual who is paroled into the U.S. either for a specific period of time or indefinitely.
Publicly Held Corporation: A publicly held corporation is a corporation owned and freely traded by many persons including the general public. A publicly held corporation will also have to comply with additional securities laws and regulations.
Purchase Agreement: A Purchase Agreement is a contract where a seller promises to sell goods or services and a buyer promises to purchase them. Also known as a Sales Agreement.
Purchase Order: A Purchase Order is a form used by a buyer to order or requisition goods or services from a seller.
Purchase Order Date: The purchase order date is the date that a purchase order is created by a customer.
Quitclaim Deed: A Quitclaim Deed is a deed that transfers whatever ownership interest a grantor has in a particular property. It does not warrant good clear title free from any encumbrances not listed on the deed.
Quorum: A quorum is the minimum number or percentage of participants required in order to hold a meeting and transact business.
R-Value: A material’s R-Value is the resistance that material has to the movement of heat. The higher the R-value of building material, the better a house will be insulated against the cold or the heat. The R-value of a material can be found by looking on the packaging or by phoning the manufacturer.
Real Estate Purchase Agreement: A Real Estate Purchase Agreement is a sales agreement for completed homes. LawDepot’s Real Estate Sale Agreement deals with new houses (construction completed). It contains additional disclosure forms, if required.
Real Estate Sales Validation Questionnaire: A form created by the Kansas Department of Revenue that is designed to help study the relationship between assessed and market values of property. It is required for real estate transactions involving land located in Kansas, unless the property qualifies for an exemption.
Registered Agent: A registered agent is a representative of a corporation for the purpose of receiving service of process and important tax and legal documents on behalf of the corporation. The state requires that each corporation be represented by a registered agent. This will ensure reliable communication between the corporation and the state. The agent must have a physical office within the state. The registered agent may also be referred to as an Agent for Service of Process.
Registered Office: A registered office is the physical street address within the state where the registered agent of a corporation can be contacted during normal business hours for service of process.
Regular Dissolution (California): A regular dissolution is the typical type of divorce in California. This is the type of divorce that will occur if the couple has any children together, or has significant shared property and/or debt.
Releasee: A releasee is a party that is being released from a claim by a second party (the releasor) in exchange for something of value.
Releasor: A releasor is a party that is releasing a possible claim against a second party (the releasee) in exchange for something of value.
Relocation Allowance: If a prospective employee will need to relocate his or her home in order to accept a job offer from an employer, the employer may offer to help compensate the employee’s moving costs by providing a relocation allowance.
Removal: The expulsion of an alien from a country or state. This expulsion may be based on grounds of inadmissibility or deportability.
Renewal Option: Generally, a renewal option is a clause in a contract that allows one or more parties to the contract to renew the contract for a term of a predetermined length.; A Music Recording Contract will have an initial recording period which consists typically of the time required to create and distribute one album. The recording company may request the right to option or renew the contract for one or more subsequent albums. This option is usually at the complete discretion of the recording company.
Rerent Levy: A rerent levy is a fee charged by a landlord to recover the lost rental income and costs associated with finding a new tenant when a tenant has broken the lease conditions and vacated prior to the expiry of the lease term. Rerent levy charges are usually only made when the term of the lease is six months or more. Some jurisdictions do not permit the landlord to charge a rerent levy. The amount charged must be reasonable given the circumstances, and must not exceed the damages that the landlord expects to suffer from the tenant leaving early.
Resident Canadian: Resident Canadian means a natural person who is:; a Canadian citizen oridinarily resident in Canada,; a Canadian citizen not ordinarily resident in Canada who is a member of a prescribed class of persons, or; permanent resident within the meaning of the Immigration Act of Canada and ordinarily resident in Canada
Residential Lease: A Residential Lease is a legally binding contract made between a landlord and a tenant for a residential (housing) purpose. The lease gives a tenant the right to use certain residential property in exchange for money paid to the landlord. Additionally, the lease outlines the rights and responsibilities of both the landlord and tenant during the lease term.
Residential Services Contract: A residential service contract is a contract from a home warranty company to maintain, repair or replace all or any part of the appliances, structural components, electrical, plumbing, heating, or air conditioning systems of residential property. The contract is usually for a period of 1 year.
Residue of Estate
Restricted Security: Restricted securities are public securities which are not freely tradable due to SEC regulations (transfer restrictions). Restricted securities should bear a restrictive legend detailing the transfer restrictions.
Returning Resident: A Lawful Permanent Resident (LPR) who has been living outside the United States and is returning to the U.S.
Revocation of Power of Attorney: Definition of "Revocation of Power of Attorney"
Right of First Refusal: A right of first refusal confers on one party to an agreement the primary right to extend or renew a contract or a term or warranty within that contract. For example, when an existing shareholder wants to sell his shares, all shares must first be offered to existing shareholders on a pro rata basis, which enables the existing shareholders to maintain their percentage stake in the Corporation, before being sold to an outside third party. It also protects existing shareholders from unwelcome new shareholders. However, if the existing shareholders cannot afford to buy the shares, the shares may still be sold to the third party and existing shareholders may end up with a new co-owner. One shortcoming of the right of first refusal is that it may cause delays in the sale of shares.
Right of Inspection: A Right of Inspection is a document that outlines who has the right to inspect corporate documents and the specific documents that can be inspected. Inspection rights may include the right to inspect corporate property, facilities or equipment. Typically a Right of Inspection document provides directors with a nearly absolute right to inspect corporate documents, and gives members or shareholders a wide but more limited right to inspect documents, and may require them to provide a proper reason before being allowed access. A Right of Inspection usually includes a right to copy documents, for which a reasonable fee may be charged. Either the individual requesting the inspection, their agent or their attorney may perform the inspection.
Right of Survivorship: The right of a survivor to receive the property of the deceased. In general, it is the difference between joint tenancy and tenancy in common.
Riparian Matters: Riparian matters are legal rights (such as access to and use of the water) that a property owner has in relation to bodies of water, such as streams, rivers and lakes, which are located on or adjacent to the property.
Roommate Agreement: A Roommate Agreement is a contract made between the residents of a rental unit. The agreement outlines the terms, conditions and responsibilities agreed to by each of the residents. Roommate agreements are sometimes referred to as roommate contracts. LawDepot provides a written roommate agreement.
Sales Listing Form: In West Virginia, a Sales Listing Form must be completed and delivered to the tax commissioner for every transfer of real estate. It must contain information such as the tax map and parcel number of the property, the district or municipality in which the real property lies, the address of the property, the amount and form of consideration, and any other financing arrangements. It must also contain one of the following: a) the names of the grantor and grantee, and the deedbook and page number; b) the source of the grantor's title, if known; or c) a description of the property and the name of the person to whom real property taxes are assessed as set forth in the landbook prepared by the assessor.
Satisfaction of Mortgage: A Satisfaction of Mortgage is a document signed by a mortgagee acknowledging that a mortgage has been fully paid by the mortgagor and that the mortgage is no longer a lien on the property. In order to clear the title to the real property owned by the mortgagor, the Satisfaction of Mortgage document must be recorded with the County Recorder or Recorder of Deeds. If the mortgagee fails to record a satisfaction within the set time limits, the mortgagee may be responsible for damages set out by statute.
Secretary: A secretary is an executive officer of a corporation who is responsible for maintaining records of the corporation such as minutes of meetings, shareholders lists, etc.
Security Deposit: A security deposit is a sum of money that a tenant pays to a landlord to guarantee that the tenant will fulfill all obligations under the lease. The landlord holds the security deposit in trust for the term of the lease to ensure that the tenant does not default on the terms of the lease agreement or otherwise damage the property. Should the tenant damage the property (normal "wear and tear" excluded) or if the Tenant has not paid rent, the landlord is entitled to recover the amount owing from the security deposit. Usually the tenant must provide the landlord with the security deposit at the start of the lease term. At the end of the lease term, the tenant will receive the deposit back minus any allowable deductions for repairs/restoration/owing rent. Some jurisdictions do not allow deposits to be used for damages and the deposits would be called rent deposits in that case.
Security Interest: Generally, a security interest is an interest in real or personal property that is given to the seller to secure the payment of an obligation owed by the purchaser. The holder of the security interest can obtain the secured property in the event of a default.; In regards to lending, a security interest is an interest in property that is granted to a creditor. This is normally used to obtain a loan that the creditor would not be willing to give without some sort of security. A security interest may also be created by an operation of law to ensure the performance of the obligation where a debtor has defaulted on a debt.
Separation (Legal): A Legal Separation is a court order or written agreement authorizing a married couple to live separate and apart. It does not dissolve the marriage, but can be used to resolve financial matters between the couple. A legal separation is often the first step toward divorce, and in some jurisdictions a legal separation must occur before a divorce can be granted.
Separation Agreement: A Separation Agreement is a document that outlines the terms of a legal separation. It is typically used to resolve matters involving shared property or finances.
Serial Number: A Serial Number is a unique number assigned to a product for purposes of identification. Most equipment is assigned a Serial Number which can be used to identify a specific piece of equipment from all other pieces of equipment.
Service Agreement
Service Mark: A service mark is a word, phrase, logo, symbol, color, sound or smell used by a business in the sale or advertising of services to identify the services and distinguish them from the services of others.
Services in Exchange: 'Services in exchange' is a phrase used to indicate that one party will provide services to a second party in exchange for something of value similar to bartering. The services in exchange can be in addition to a cash portion of the purchase price.
Severability Clause: A severability clause allows a court to remove a clause from a document where that clause would otherwise make the document unenforceable. Some jurisdictions do not allow the operation of severability clauses in certain specific agreements.
Share: A share of stock is an ownership unit for a corporation. Shares are sold in exchange for cash or other considerations in order to raise capital to start or expand the corporation. There must be at least one class of share issued. Different classes of shares may be assigned different privileges such as right to vote on management issues as well as the right to participate in the sale of assets if the corporation is dissolved.
Share Redemption: Share redemption occurs where a corporation purchases its own share(s) from the market or from a shareholder.
Shareholder: A shareholder is a person, business entity or institution that owns at least one share in a corporation. Shareholders are the actual owners of the corporation. As an owner, the shareholder has the potential to profit if the corporation is doing well but also has the potential to lose their investment if the corporation goes broke. A shareholder is not personally liable for the debts and obligations of the corporation. If a corporation goes broke (worst case) the shareholder may get little or nothing as an equity holder in the corporation. Other secured creditors such as banks and bond holders would be paid first in the event of the liquidation of the assets of the corporation.
Shareholder Agreement: A Shareholder Agreement is an agreement between all or some of the shareholders (or stockholders) of a corporation. This contract establishes the rights of shareholders and the duties and powers of the Board of Directors and management. A Shareholders' Agreement is very beneficial when the Corporation is closely-held or there are only a few shareholders. Also known as a stockholder agreement. A typical shareholders' agreement might do some or all of the following:; determine rights related to the sale, issuance or subsequent distribution of shares (e.g. rights of first refusal, piggyback rights and pre-emptive rights);; set out the rights and duties of the officers and other management;; create options to buy or sell the shares (a shotgun clause);; determine what will happen in case of death, retirement, etc., of a shareholder (with the value of the shares to be calculated according to a certain formula);; establish the number of Directors on the Board and their duties;; provide existing shareholders with the right to approve future shareholders.
Shareholder Loan Agreement: A Shareholder Loan is a loan issued by a shareholder to the corporation. The shareholder becomes a creditor of the corporation in relation to the loan.
Ship Date: The ship date is the date that ordered goods are actually shipped.
Shoreland Zone: Under Maine law, the Shoreland Zone is defined as land that falls within 250 feet of the normal high-water line of large bodies of water, within 250 feet of the upland edge of non-forested freshwater and coastal wetlands or within 75 feet of certain streams.
Shotgun Clause: A shotgun clause provides an escape mechanism for shareholders if there is a serious dispute that cannot be resolved. One shareholder may offer to buy the other shareholder's shares for a certain price. A shotgun clause stipulates that the other shareholder may either sell his/her shares at that price, or buy the offering shareholder's shares at that same price. This process provides incentive for the offering shareholder to name a fair price. However, if shareholders have unequal financial resources, one shareholder could specify an unfairly low price, knowing that the other shareholder cannot afford to buyout the offered shares. The offerer could then turn around and buy the shares of the weaker shareholder at the unnaturally low bid. The shotgun clause, therefore, might also require that a fair price be set for any buyout offer.
Signing Incentives: Generally, signing incentives are bonuses that are given by one party to a contract to increase the likelihood that the other party(s) will sign the contract.; In leasing, signing incentives are bonuses that a landlord gives to a tenant, typically for either signing a lease or signing a fixed term lease. Bonuses may include a free month's rent or a rent decrease for a few months of the fixed term tenancy. If the tenant breaches the lease, these incentives may have to be paid back to the landlord.
Site License: A site license is a license that allows a business to install one software package onto more than one computer at a particular location, rather than purchasing a separate software package for each computer. It saves time and money for a business with many employees using the same software.
Social Security Number (SSN): A nine digit number issued by the Social Security Administration to citizens, permanent residents, and temporary working residents to track individuals for taxation purposes.
Software License Agreement: A Software License Agreement is a contract between a software developer or vendor and the purchaser of a computer software license that specifies how the software may be used. Software License Agreements are designed to protect the copyright holder by preventing unauthorized use, reproduction, or modification of the software. The Software License Agreement also defines the warranties and support available to the user and defines the limits of the software publisher's liability for any flaws. Software License Agreements are also referred to as End User License Agreements.
Soil Remediation: Soil remediation is the process of removing, reducing or neutralizing industrial soil and sediment contaminants that threaten human health and/or ecosystem productivity and integrity.
Sole Custody: When a parent or guardian has sole custody of a child, it means that they have the legal right to make all childcare decisions for the child without having to consult the non-custodial parent.
Sole Ownership: Sole ownership is an ownership in property by one person or entity.
Sole Proprietorship: A sole proprietorship is the simplest form of business entity. In a sole proprietorship there is only one owner (the sole proprietor) who operates in his or her personal capacity. The sole proprietor risks unlimited liability for the debts and obligations of his or her company. This means that all of the sole proprietor’s personal possessions are at risk if the business should fail or be sued. One benefit of a sole proprietorship is that it enjoys a single level of taxation. This means that the sole proprietor will pay personal income taxes for the profits made by the business.
Source Code: Source code is a set of computer commands written by programmers when creating a program. Source code is the language of the computer program as created by the programmer, and is the part of the software that humans can read. The Source Code must be translated into a computer-readable form before the computer can execute the commands.
Specific Gift: A specific gift or bequest is a gift of a specific item of property or sum of money to a named beneficiary in a Last Will and Testament.
Specific Performance: Specific Performance is a remedy granted by a court to compel a contractual party to fulfill its obligations under a contract.
Sponsor: In immigration law, a person who completes and files an Affidavit of Support on behalf of a sponsored immigrant.
Statutory Disclosure Requirements: Statutory disclosure requirements vary from state to state, but generally the seller is required to disclose any known defects in the physical condition of a property that may materially affect its value, including items such as malfunctioning appliances, pest control problems, mold problems, structural issues with the home, roof defects, etc.
Stop Payment: Stop payment refers to an order of an account holder to its bank to cancel a certain check that has been issued but not cashed. The receiver of a check will not be able to cash the check where the payment on it has been stopped.
Sublandlord: A sublandlord is a person (tenant) who entered into a lease with a landlord and who later subleases the landlord’s property to a subtenant.
Sublease: A sublease occurs when a tenant gives possession of a portion of the leased space (e.g. a room in a house) or a portion of the term of the tenancy (e.g. for 5 of the remaining 6 months of the lease) to a third party. The original tenant retains whatever rights under the lease he or she has not transferred to the third party, and also retains most of his or her obligations under the lease. The original tenant can still be sued by the landlord for lease violations. Typically, the original lease would require that the tenant get the landlord's consent to this sublease.
Sublease (Commercial): A Commercial Sublease is used to convey the leasing of a premises by a lessee to a third party for part of the lessee’s remaining time of the original lease.
Sublease (Residential): A Residential Sublease is used to convey some or all of the property rights that a tenant has under a residential lease to a third party for a portion of the tenant’s remaining term of the original lease.
Subtenant: A subtenant is a person who enters into a sublease from a person (tenant or sublandlord) that has previously leased that property from a landlord.
Summary Dissolution (California): A summary dissolution is a quick and simple way to get divorced in California. However, not all couples will qualify for a summary dissolution. In order to qualify, the following criteria must be met: the couple must have no children together, they must have minimal amounts of shared property and/or debt, and they must agree on the terms of their divorce.
Surety: A surety is a person who agrees to pay any losses directly to the landlord should the tenant be unable to pay the rent, or otherwise breaches the tenancy agreement.
Temporary Guardian: A temporary guardian is a person who is granted temporary, but not permanent guardianship of a child. Generally, temporary guardianship is granted for children whose parents are, for whatever reason, temporarily unable to care for them.
Tenancy at Sufferance: In the context of home buying, the term "tenancy at sufferance" refers to the situation where the owner of a property does not have possession. It can occur when a Seller retains possession after a deal has closed and title has been transferred to a Buyer, or where the Buyer receives possession before closing and the Seller still retains title to the Property.
Tenancy by Entirety: Tenancy by entirety is a form of ownership by husband and wife whereby each owns the entire property. Neither spouse can deal with the property without the consent of the other. One main benefit is that the creditors of one spouse cannot enforce against the property held in tenancy by entirety unless the non-debtor spouse dies first. In the event of death of one spouse, the survivor owns the entire property without the need for probate. However, it will be difficult to transfer the property if one spouse disappears or becomes incompetent since the other spouse cannot unilaterally sever tenancy by entirety.
Tenancy in Common: Tenancy in common is an undivided ownership in real estate by two or more persons. The interest need not be equal, but unless the interest is expressed it is assumed to equal. In the event of the death of one of the owners, there is no right of survivorship in that owner's interest. Instead, the deceased’s interest will pass to his or her heirs.
Tenant: A tenant is a person who is leasing either land, a building, or part of a building from a landlord.
Terminal Condition: A terminal condition is a condition caused by injury, disease, or illness, from which there is no reasonable medical probability of recovery and which, without treatment, can be expected to cause death.
Testator: A testator is a male or female person that has signed (created) a Last Will and Testament.
Testatrix: A testatrix is a female person that has signed a Last Will and Testament. The term testatrix is becoming less popular and testator is often being used to refer to both male and female creators of wills.
Title: Title is an owner's interest in a piece of property including the right to control and dispose of it. Title may also refer to a formal document that serves as evidence of ownership in the property.
Title Insurance: Title insurance is a form of insurance in which the insurer agrees to indemnify the insured party for any loss suffered that results from a defect in the title to the property that was unknown to the buyer at the time of the sale. A title policy of insurance insures the homebuyer against any encumbrances that may affect the title to their property. The policy is required by most institutional lenders in order to get a mortgage and will pay the value of the mortgage in the event that there is a defect in the title that voids the buyer’s title to the property. It is an alternative to getting a municipal compliance certificate or real property report.
Trade Name: A trade name is the name under which a company conducts business, or by which it distinguishes its commercial products or services. A trade name may or may not be registered as a trademark.
Trade Name Assignment: A Trade Name Assignment is used to legally transfer all rights of a trade name from one party to another. Both registered and unregistered trade names can be assigned.
Trademark: A trademark is a name, word, letter, symbol, figure, or mark used by a manufacturer or merchant in order to brand its goods and distinguish them from similar goods manufactured or sold by others. A trademark can be registered with the Patent and Trademark Office.
Trademark Assignment: A Trademark Assignment transfers the entire ownership rights of a trademark from one party to another.; If the trademark is registered federally in the USA, the assignment must be recorded with the Patent and Trademark Office within 3 months of assignment or it is possible that a subsequent purchaser who does not have notice of your assignment could have a claim to the trademark. Similar precautions should be taken for trademarks that are registered in state registries.
Trademark Infringement: Trademark infringement is where a trademark infringes or is confusingly similar to an existing trademark. Typically, the person infringing can be forced to stop using the trademark and might have to destroy all materials bearing that trademark. A trademark search minimizes the potential losses in adopting and using a new trademark.
Transfer Tax: Transfer tax is a tax that is required by state law to be paid when real estate is sold.
Treasurer: A treasurer is an executive officer of a corporation responsible for supervising the accounting functions of the corporation and for keeping accurate and current financial records for the corporation.
Triple-Net Lease: A triple-net lease is the most common form of Commercial Lease. A triple-net lease can be used for retail, office, warehouse and industrial properties. The tenant is responsible for all of the costs of operating the building (including repairs and maintenance) in a triple-net lease.
Unilateral No Fault Divorce (Pennsylvania): This type of divorce requires an Affidavit from one party stating that the marriage has broken down and that the parties have lived separately for two years. However, this is not necessarily an uncontested divorce (the other party can contest these grounds), so we suggest that you consult a lawyer if you wish to proceed with a Unilateral No Fault Divorce.
Unimproved Property: Unimproved property is land without significant buildings, structures, development, or site preparation. In essence, unimproved property is a raw piece of land.
Unit of Measure (UOM): Items are often sold by a specific unit of measure. For example, nails may be sold by the pound and hats may be sold by the dozen.
Unlawful Detainer Action: Unlawful detainer action refers to a legal action to evict a tenant who remains unlawfully in possession of a rental property despite the expiration or termination of the lease. Also known as eviction.
Valuation Clause: A valuation clause provides a method to determine the value of a Corporation's shares. Such a process is needed when shareholders want to sell their shares or when a shareholder dies and the other shareholders want to buy those shares. Since most small corporations are private (not traded on a stock exchange) the shares are hard to value without a predetermined method. Having this clause will reduce the disagreement and uncertainty that occurs when a shareholder wants to buy or sell shares.
Vehicle Information Number (VIN): A Vehicle Information Number is an alpha-numeric number that is assigned to every vehicle. VINs are used in New Zealand, Australia, Europe, the United States, Canada and other countries. Vehicles that have been manufactured since 1980 will contain a VIN that is 17 characters long. The VIN can be used to determine information about a vehicle, such as the country and year of production, manufacturer, style, make, model, engine type, etc. It is usually located in the door frame of the front doors, on the engine, around the steering wheel, or on the dash near the window. No two vehicles in the world have the same VIN number, so the VIN number clearly distinguishes one vehicle from all other vehicles.
Veterans Administration (VA): The Veterans Administration (VA) provides housing mortgage loan insurance to qualified applicants (you have served or are serving in the US military) who get loans from certified lenders in the event of default by the home purchaser. The program allows those who typically would not be able to afford a mortgage to qualify for one because the VA will pay the mortgage in the event of a default.
Visa: Generally, an endorsement made by an authorized representative of one country to the passport of a holder that was issued by another country. The visa permits the passport holder entry into or transit through the country making the endorsement. A U.S. visa allows the bearer to apply for entry to the U.S. under a certain classification, such as a student, visitor, or temporary worker. A U.S. visa does not actually grant the bearer the right to enter the U.S.
Voluntary Withdrawal from Partnership: A voluntary withdrawal from partnership occurs when a partner is voluntarily leaving a partnership and wishes to give notice to the partnership. An example would be a partner selling his or her partnership interest to another party in order to retire.
Voting Trust: A voting trust is where Shareholders agree to give their voting shares to a third party (the trustee) who holds the shares and will vote the shares in accordance with a voting trust agreement.
Waiver: A Waiver is an enforceable promise not to proceed with a legal claim in exchange for money or other compensation. Also known as a release.
Warranty: Generally, a warranty is an assurance made by one party to a second party that certain facts or conditions are true or will happen. The second party can rely on the assurance and seek some type of remedy if the assurance is not true or followed.; In sales, a warranty is an obligation that an item sold or service provided is as stated or implied by the seller. Warranties often provide for a specific remedy (such as a replacement or a repair) in the event that the item or service fails to meet the warranty.
Warranty Deed: A Warranty Deed is a deed in which the grantor (the seller) fully warrants a good and unencumbered title to real property to the grantee (the purchaser). A warranty deed is typically used in most real estate transfers as it provides the greater protection than a quitclaim deed.

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