Law Dictionary
	Search:

trust relationship An association based on one person s reliance on the other person s specialized training. Also termed fiducial relationship.

trustee de son tort See TRUSTEE.

turnkey contract See engineering, procurement, and construction contract.

turnkey drilling contract Oil & gas. A drilling contract under which the drilling contractor promises to perform specified functions for an agreed price. The lease operator has little or no discretion to control the drilling contractor, and so assumes little or no liability for damages the drilling may cause.

turnover order An order by which the court commands a judgment debtor to surrender certain property to a judgment creditor, or to the sheriff or constable on the creditor s behalf. Such an order is usu. directed to property that is difficult to acquire by the ordinary judgment-collection process, such as share certificates and accounts receivable.

two-party payment A single payment made by check to two people, usu. for the sum of the amount due to each person.

two-tier offer See TWO-TIER OFFER. 3. A price at which one is ready to buy or sell; BID she lowered her offer to $200>. 4. ATTEMPT (2) <an offer to commit battery>. offer, vb. - offeror, n. "Where criminal assault has been given this dual scope, a definition in terms of an attempt or offer to commit a battery is assumed to represent both grounds. The word offer it is said, signifies a threat that places the other in reasonable apprehension of receiving an immediate battery. It would be a mistake, however, to assume that the word carried any such significance when it first appeared in the definition of this offense. In one of its meanings, offer is a synonym of attempt. Rollin M. Perkins & Ronald N. Boyce, Criminal Law 163 (3d ed. 1982).

typed drawing A drawing of a trademark that is purely textual, with no graphical component. A typed drawing consists solely of the words, letters, and numbers that make up the mark, typed in allcapitals. - Also termed typed-form drawing.

U.S.-owned foreign corporation A foreign corporation in which 50% or more of the total combined voting power or total value of the stock is held directly or indirectly by U.S. citizens. IRC (26 USCA) § 904(g) (6). If the dividend or interest income paid by a U.S. corporation is classified as a foreign source, the U.S. corporation is treated as a u.s.-owned foreign corporation. IRC (26 USCA) § 861.

uitclaim deed See DEED.

ulterior intent The intent that passes beyond a wrongful act and relates to the objective for the sake of which the act is done; MOTIVE. - For example, a thiefs immediate intent may be to steal anothers money, but the ulterior intent may be to buy food with that money. 2. A lawmakers state of mind and purpose in drafting or voting for a measure.

ulterior remainderman A third party whose future interest in a property vests only jf all the preceding reciprocal interests See cross-remainder under REMAINDER

ultimate fact A fact essential to the claim or the defense. - Also termed elemental fact; principal fact.

ultimate issue A not-yet-decided point that is sufficient either in itself or in connection with other pOints to resolve the entire case. Also termed ultimate question. 2. A class or series ofsecurities that are Simultaneously offered for sale. Also termed bond issue; stock issue. See OFFERING.

ultimate question See ultimate issue under ISSUE (1). 3. Parliamentary law. A motion that the chair has stated for a meeting s consideration in a form that the meeting can adopt or reject; a peDding motion. - A question is technically only a "motion" until the chair states it for the meeting s consideration. But for most purposes, the parliamentary terms "motion" and "question" are interchangeable. See MOTION (2); PUT THE QUESTION; STATE THE QUESTION.

ultimate species A species that has been fully and narrowly defined.• For example, a species may be defined generally as "magnetic metals, including iron and steeL" or particularly, such as "sodium chloride."

ultimus heres (al-ti-mas). The last or remote heir; the lord.

umbrella insurance Insurance that is supplemental, providing coverage that exceeds the basic or usual limits of liability. Also termed bumbershoot insurance.

umbrella limited partnership A limited partnership used by a real-estate investment trust to acquire investment properties in exchange for shares in the partnership. See umbrella-partnership real-estate investment trust under REAL-ESTATE INVESTMENT TRUST.

umbrella order See BLANKET ORDER (l).

umbrella policy An insurance policy covering losses that exceed the basic or usual limits of liability provided by other policies. See umbrella insurance under INSURANCE.

umbrella-partnership real-estate investment trust A REIT that controls and holds most of its properties through an umbrella limited partnership, as a result of which the trust can acquire properties in exchange for the limited-partnership interests in the umbrella while triggering no immediate tax obligations for certain sellers. This is a structure that many REITs now use. Abbr. UPREIT.

unanimous consent 1. Adoption with every voter's approval. 2. See general consent (1) . The terms"general consent" and "unanimous consent" have distinct but interchangeable meanings. Some parliamentary manuals treat them as synonymous; others distinguish them; and still others distinguish them, but in exactly the opposite way. "Motions that appear to have no opposition because they are relatively unimportant, uncontroversial, or because approval is obvious, permit the chair to say, 'The motion, without objection, is adopted' (or agreed to), without putting the motion to a formal vote. General consent implies that no one cared enough to oppose the motion or proposition. Unanimous consent implies that everyone was in agreement. If there is even one objection, the request is denied and the question must be put to a vote for adoption." Floyd M. Riddick & Miriam H. Butcher, Riddick's Rules of Procedure 97 (1985). '''Unanimous consent' does not necessarily imply that every member is in favor of the proposed action; it may only mean that the opposition, feeling that it is useless to oppose or discuss the matter, simply acquiesces." Henry M. Robert, Robert's Rules of Order Newly Revised § 4, at 52 (10th ed. 2001).

unanimous-consent agenda See consent calendar under CALENDAR (4).

unanimous-consent calendar See consent calendar.

unascertained duty A preliminary, estimated payment to a customs collector of the duty that will be due on final accounting. An importer pays this duty to receive permission to land and sell the goods.

unauthorized indorsement An indorsement made without authority, such as a forged indorsement.

unauthorized practice of law The practice of law by a person, typically a nonlawyer, who has not been licensed or admitted to practice law in a given jurisdiction. Abbr. UPL. "The definitions and tests employed by courts to delineate unauthorized practice by non•lawyers have been vague or conclusory, while jurisdictions have differed significantly in describing what constitutes unauthorized practice in particular areas. "Certain activities, such as the representation of another person in litigation, are generally proscribed. Even in that area, many jurisdictions recognize exceptions for such matters as small. claims and landlord-tenant tribunals and certain proceedings in administrative agencies. Moreover, many jurisdictions have authorized law students and others not locally admitted to represent indigent persons or others as part of clinical legal education programs. "Controversy has surrounded many out•of-court activities such as advising on estate planning by bank trust officers, advising on estate planning by insurance agents, stock brokers, or benefit•plan and similar consultants, filling out or providing guidance on forms for property transactions by real estate agents, title companies, and closing. service companies, and selling books or individual forms containing instructions on self. help legal services accompanied by personal, non-lawyer assistance on filling them out in connection with legal procedures such as obtaining a marriage dissolution.

unauthorized signature A signature made without actual, implied, or apparent authority. It includes a forgery. UCC § 1-201(43).

unavoidable accident An accident that cannot be avoided because it is produced by an irresistible physical cause that cannot be prevented by human skill or reasonable foresight. Examples include accidents resulting from lightning or storms, perils of the sea, inundations or earthquakes, or sudden illness or death. Unavoidable accident has been considered a means of avoiding both civil and criminalliability. Also termed inevitable accident; pure accident; unavoidable casualty. Cf. ACT OF GOD. "Inevitable accident ... does not mean a catastrophe which could not have been avoided by any precaution whatever, but such as could not have been avoided by a reasonable man at the moment at which it occurred, and it is common knowledge that a reasonable man is not credited with per· fection of judgment." P.H. Winfield, A Textbook of the Law of Tort § 15, at 43 (5th ed. 1950). "An unavoidable accident is an occurrence which was not intended and which, under all the circumstances, could not have been foreseen or prevented by the exercise of reasonable precautions. That is, an accident is considered unavoidable or inevitable at law if it was not proximately caused by the negligence of any party to the action, or to the accident:' W. Page Keeton et al.. The Law of Torts § 29, at 162 (5th ed. 1984).

unavoidable cause A cause that a reasonably prudent person would not anticipate or be expected to avoid. 2. A ground for legal action <the plaintiff does not have cause to file suit>.

unavoidable danger 1. Inescapable danger. 2. A danger that is unpreventable, esp. by a person operating a vessel.

unborn beneficiary A person who, though not yet born, is named in a general way as sharing in an estate or gift . An example might be a grandchild not yet born when a grandparent specifies, in a will, that Blackacre is to go to "my grandchildren."

unborn child A child not yet born, esp. at the happening of some event.

uncertain damages Damages that are not clearly the result ofa wrong. The rule against allowing recovery of uncertain damages refers to these damages, not damages that are uncertain only in amount.

uncertificated security A share or other interest in property or an enterprise, or an obligation of the issuer that is not represented by an instrument but is registered on the issuers books. UCC § 8-102(a)(18). This term was called uncertified security in earlier versions of the UCC. Also termed (in BrE) dematerialized security.

unclean bill of lading A bill oflading that shows on its face that the goods were damaged or that there was a shortage of goods at the time of shipment. - Also termed claused bill oflading;foul bill of lading. Cf. clean bill of lading.

unconditional delivery A delivery that immediately passes both possession and title and that takes effect immediately.

unconditional discharge 1. A release from an obligation without any conditions attached. 2. A release from confinement without any parole requirements to fulfill. 6. The relieving ofa witness, juror. or jury from further responsibilities in a case. 7. The firing of an employee.

unconditional heir A person who chooses expressly or tacitly - to inherit without any reservation or without making an inventory. Cf. beneficiary heir.

unconditional pardon See absolute pardon.

unconditional promise A promise that either is unqualified or requires nothing but the lapse of time to make the promise presently enforceable. A party who makes an unconditional promise must perform that promise even though the other party has not performed according to the bargain. Also termed independent promise.

unconditional release The final discharge of a prison inmate from custody. 9. Environmental law. The injection of contaminants or pollutants into the environment as a side effect of operations such as manufacturing, mining, or farming.

unconscionable agreement (an-kon-she-ne--bal). An agreement that no promisor with any sense, and not under a delusion, would make, and that no honest and fair promisee would accept. For commercial contexts, see UCC § 2-302. Also termed unconscionable contract; unconscionable bargain.

unconscionable bargain See unconscionable agree-ment under AGREEMENT.

unconscionable contract See unconscionable agreement under AGREEMENT.

unconsciousness defense See AUTOMATISM.

uncontested divorce A divorce that is unopposed by the spouse who did not initiate it. Cf. contested divorce.

uncontested hearing A hearing in which either (1) the parties are in agreement as to all matters before the court, or (2) one of the parties has failed to appear despite notice.

uncontrollable impulse An impulse so overwhelming that it cannot be resisted. In some jurisdictions, an uncontrollable impulse serves as a defense to criminal conduct committed while in the grip of the impulse. See IRRESISTIBLE-IMPULSE TEST.

uncontrolled-securities-offering distribution See securities-offering distribution (2).

uncovered option See naked option. . 5. The requirement that a newly elected bishop convey to the archbishop the right to fill the next vacant ecclesiastical benefice in the new bishop s see.

undercapitalization The financial condition of a firm that does not have enough capital to carryon its business.

undercover agent 1. An agent who does not disclose his or her role as an agent. 2. A police officer who gathers evidence of criminal activity without disclosing his or her identity to the suspect.

underground economy See SHADOW ECONOMY.

underinsurance See UNDERINSURANCE.

undertenant See SUBLESSEE. 2. One who pays rent for the temporary use and occupation of anothers land under a lease or similar arrangement. See LESSEE. 3. Archaic. The defendant in a real action (the plaintiff being called a demandant). See real action under ACTION (4).

underwriting agreement An agreement between a corporation and an underwriter covering the terms and conditions of a new securities issue.

undesirable discharge One of the administrative discharges given to a member of the military who does not qualify for an honorable discharge. 9. Parliamentary law. A motion by which a deliberative assembly, having referred a matter to a committee, takes the matter's further consideration out of the committee and back into its own hands. Also termed discharge a committee; withdrawal. - discharge (dischahrj), vb.

undigested offering A public offering of securities that remain unsold because there is insufficient demand at the offered price.

undisclosed agency An agency relationship in which an agent deals with a third party who has no knowledge that the agent is acting on a principal's behalf. The fact that the agency is undisclosed does not prohibit the third party from seeking redress from the principal or the agent.

undisclosed principal A principal whose identity is kept secret by the agent; a principal for whom the other party has no notice that the agent is acting. An undisclosed principal and the agent are both liable on a contract entered into by the agent with the principal s authority. 2. One who commits or participates in a crime. Cf. ACCESSORY (2); ACCOMPLICE (2). "The student should notice that in criminal law the word principal suggests the very converse of the idea which it represents in mercantile law. In the former, as we have seen, an accessory proposes an act, and the principal carries it out. But in the law of contract, and in that of tort, the principal only authorizes an act, and the agent carries it out. Where the same transaction is both a tort and a crime, this double use of the word may cause confusion. For example, if, by an innkeeper s directions, his chamber• maid steals jewels out of a guest s portmanteau, the maid is the principal in a crime, wherein her master is an acces• sory before the fact; whilst she is also the agent in a tort, wherein her master is the principal. J.w. Cecil Turner, Kenny s Outlines of Criminal Law 89 (16th ed. 1952).

undisputed fact An uncontested or admitted fact.

undistributed profit See retained earnings under EARNINGS.

undistributed-earnings tax See accumulated-earnings tax.

undivided interest An interest held under the same title by two or more persons, whether their rights are equal or unequal in value or quantity. Also termed undivided right; undivided title;fractional interest. See joint tenancy and tenancy in common under TENANCY.

undivided profit See accumulated profit.

undocumented alien See illegal alien.

undue burden A substantial and unjust obstacle to the performance of a duty or enjoyment of a right . For example, excessive discovery requests place an undue burden on the person who must produce the data requested. And a state law requiring a particular kind of mud flap on trucks may place an undue burden on the flow of interstate commerce.

undue prejudice The harm resulting from a facttrier s being exposed to evidence that is persuasive but inadmissible (such as evidence of prior criminal conduct) or that so arouses the emotions that calm and logical reasoning is abandoned. 2. A preconceived judgment formed with little or no factual basis; a strong bias. -prejudice, vb. - prejudicial, adj.

undue-breadth rejection Rejection of a patent claim on the ground that it seeks a patent monopoly on more than the invention. For instance, a functional claim is too broad ifit purports to include every other possible way of accomplishing that function. A claim on a chemical is more likely to be rejected for undue breadth than a claim on a machine, because future discoveries are less predictable.

undue-multiplicity-of-claims rejection Rejection of a patent application on the ground that it makes an unreasonable number of claims. See AGGREGATION OF CLAIMS.

unduly dangerous conduct See unreasonably dangerous conduct.

unearned income 1. Earnings from investments rather than labor. Also termed investment income. 2. Income received but not yet earned; money paid in advance. Cf. earned income.

unearned increment An increase in the value of real property due to population growth.

unearned interest Interest received by a financial institution before it is earned.

unearned premium The portion of an insurance premium applicable to the coverage period that has not yet occurred. In the same example as above under earned premium, the unearned premium after three months is $900. 2. A sum of money paid in addition to a regular price, salary, or other amount; a bonus. 3. The amount by which a security s market value exceeds its face value. - Also termed (sped£.) bond premium. Cf. DISCOUNT (3).

unearned surplus The total of amounts assigned to shares in excess of stated capital, surplus arising from a revaluation of assets above cost, and contributions other than for shares, whether from shareholders or others.

unearned-premium reserve An insurance company s reserve that represents premiums that have been recei ved in advance but not yet applied to policy coverage. If a policyholder cancels coverage before the policy expires but has already paid a premium for the full policy period, the insurance company refunds the policyholder out of this reserve. 2. RESERVATION (3). 3. See net value under VALUE (2). reserve, vb.

unemployment compensation Compensation paid at regular intervals by a state agency to an unemployed person, esp. one who has been laid off. Also termed unemployment insurance.

unemployment insurance A type of social insurance that pays money to workers who are unemployed for reasons unrelated to job performance. Individual states administer unemployment insurance, which is funded by payroll taxes. Also termed unemployment compensation.

unemployment tax A tax imposed on an employer by state or federal law to cover the cost of unemployment insurance. The Federal Unemployment Tax Act (FUTA) provides for a tax based on a percentage of employee earnings but allows a credit for amounts paid in state unemployment taxes.

unenacted law Law that does not have its source in legislation; UNWRITTEN LAW (1).

unenforceable contract A valid contract that, because of some technical defect, cannot be fully enforced; a contract that has some legal consequences but that may not be enforced in an action for damages or specific performance in the face of certain defenses, such as the statute of frauds. Also termed agreement of imperfect obligation. Cf. illegal contract; void contract. "The difference between what is voidable and what is unenforceable is mainly a difference between substance and procedure. A contract may be good, but incapable of proof owing to lapse of time, want of written form, or failure to affix a revenue stamp. Writing in the first cases, a stamp in the last, may satisfy the requirements of law and render the contract enforceable, but it is never at any time in the power of either party to avoid the transaction. The contract is unimpeachable, only it cannot be proved in court." William R. Anson, Principles of the Law of Contract 19-20 (Arthur L. Corbin ed., 3d Am. ed. 1919). "Courts are ... fond of condemning the unenforceable agreement as 'illegal.' This is misleading insofar as it suggests that some penalty is necessarily imposed on one of the parties, apart from the court's refusal to enforce the agreement. In some cases, the conduct that renders the agreement unenforceable is also a crime, but this is not necessarily or even usually so. It is therefore preferable to attribute unenforceability to grounds of public policy rather than to 'illegality.'" E. Allan Farnsworth, Contracts § 5.1, at 323 (3d ed. 1999).

unfair hearing A hearing that is not conducted in accordance with due process, as when the defendant is denied the opportunity to prepare or consult with counsel.

unfinished business A general order carried over from an earlier meeting in the same session because the meeting adjourned before or while considering it. The term "unfinished business" is preferred to "old business," which may incorrectly imply renewed con-sideration of business that has been finally disposed of. See general order under ORDER (4); SESSION (2).

unfinished business and general orders A common category on an agenda. See unfinished business; general order under ORDER (4).

unfriendly takeover See hostile takeover.

unfunded deferred-compensation plan See nonqualified deferred-compensation plan.

unifactoral obligation (yoo-nal-fak-tar-al). An obligation created by one party.

unified credit See unified estate-and-giJt tax credit.

unified estate-and-gift tax credit A tax credit applied against the federal unified transfer tax. IRC (26 USCA) § 2001(c)(2). - Often shortened to unified credit. Also termed applicable exclusion credit.

unified family court In some jurisdictions, a court that hears all family matters, including matters of divorce, juvenile delinquency, adoption, abuse and neglect, and criminal abuse. A unified family court also hears matters typically heard in family court (in jurisdictions that have statutory family courts) or in courts of general jurisdiction, such as divorce, paternity, and emancipation proceedings. Proponents of unified family courts cite the benefits of having all familyrelated matters heard by one court - for instance, the benefit of having a child testify only once rather than forcing the child to testify in one court in a divorce proceeding, in a different court in criminal proceedings against an abuser, and in yet another in a civil proceeding initiated Child Protective Services.

unified transfer tax The federal transfer tax imposed equally on property transferred during life or at death. Until 1977, gift-tax rates were lower than estate taxes. Also termed unified estate-and-gift tax.

uniform statute A law drafted with the intention that it will be adopted by aU or most of the states; esp., UNIFORM LAW. - Also termed model statute; uniform act. Cf. MODEL ACT.

unilateral act An act in which there is only one party whose will operates, as in a testamentary disposition, the exercise of a power of appointment, or the voidance of a voidable contract.

unilateral advance pricing agreement An advance pricing agreement made between a company and one tax authority. This does not necessarily allow a company to avoid double taxation. A tax authority that is not a party to the agreement is not bound by the transfer-pricing method specified in the agreement.

unilateral contract A contract in which only one party makes a promise or undertakes a performance; a contract in which no promisor receives a promise as consideration for the promise given. "[M]any unilateral contracts are in reality gratuitous promises enforced for good reason with no element of bargain." P.S. Atiyah, An Introduction to the Law of Contract 126 (3d ed. 1981). "If A says to B. 'If you walk across the Brooklyn Bridge I will pay you $100: A has made a promise but has not asked B for a return promise. A has asked Bto perform, not a commitment to perform. A has thus made an offer looking to a unilateral contract. Bcannot accept this offer by promising to walk the bridge. B must accept, if at all, by performing the act. Because no return promise is requested, at no poi nt is B bound to perform. If B does perform, a contract involving two parties is created, but the contract is classified as unilateral because only one party is ever under an obligation." John D. Calamari & Joseph M. Perillo, The Law of Contracts § 2·10(a), at 64-65 (4th ed. 1998).

unimproved land 1. Raw land that has never been developed, and usu. that lacks utilities. 2. Land that was formerly developed but has now been cleared of all buildings and structures.

unindicted coconspirator A person who has been identified by law enforcement as a member of a conspiracy, but who has not been named in the fellow conspirator's indictment.o Prosecutors typically name someone an unindicted coconspirator because any statement that the unindicted coconspirator has made in the course and furtherance of the conspiracy is admissible against the indicted defendants. Also termed unindicted conspirator.