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contract to satisfaction See satisfaction contract.

contract to satisfaction- See satisfaction contract under CONTRACT.

contract to sell See contract for sale (2).

contract uberrimae fidei (yoo-ber-a-mee fi-dee-i). A contract in which the parties owe each other duties with the utmost good faith. "In a certain restricted group of contracts good faith is peculiarly necessary owing to the relationship between the parties, and in these cases - known as contracts uber· rimae fidei. there is a full duty to disclose all material facts. The typical instance of such contracts is the contract of insurance. Here the duty to disclose all material facts to the insurer arises from the fact that many of the relevant circumstances are within the exclusive knowledge of one party, and it would be impossible for the insurer to obtain the facts necessary for him to make a proper calculation of the risk he is asked to assume without this knowledge." P.S. Atiyah, An Introduction to the Law of Contract 221-22 (3d ed. 1981).

contract uberrimae fidei- See CONTRACT.

contract under seal A formal contract that requires no consideration and has the seal of the signer attached. A contract under seal must be in writing or printed on paper or parchment and is conclusive between the parties when signed, sealed, and delivered. Delivery is made either by actually handing it to the other party (or party's representative) or by stating an intention that the deed be operative even though it is retained in the possession of the party executing it. Modern statutes have mostly eliminated the special effects of a sealed contract. - Also termed sealed contract; special contract; deed; covenant; specialty; specialty contract; common-law specialty. See SEAL. Cf. sealed instrument under INSTRUMENT (3). "The only formal contract of English law is the contract under seal, sometimes also called a deed and sometimes a specialty. It is the only formal contract, because it derives its validity neither from the fact of agreement, nor from the consideration which may exist for the promise of either party, but from the form in which it is expressed." William R. Anson, Principles of the Law of Contract 82 (Arthur L. Corbin ed., 3d Am. ed. 1919). "Contracts under seal also bear little resemblance to ordinary contracts, although here at least the liability is based on a promise. A contract under seal, that is to say a deed, ... is a written promise or set of promises which derives its validity from the form, and the form alone, of the executing instrument. In point of fact the 'form' of the deed is nowadays surprisingly elastic. The only necessities are that the deed should be intended as such, and should be signed, sealed, and delivered. The sealing, however, has now become largely a fiction, an adheSive wafer simply being attached to the document in place of a genuine seal. Similarly, 'delivery' is not literally necessary.

contract under seal- See CONTRACT.

contract zoning See ZONING.

contract, freedom of See FREEDOM OF CONTRACT.

contractee A person with whom a contract is made.

contractor 1. A party to a contract. 2. More specif., one who contracts to do work or provide supplies for another.

contracts clause The clause of the U.S. Constitution prohibiting states from passing any law that would impair private contractual obligations. The Supreme Court has generally interpreted this clause so that states can regulate private contractual obligations if the regulation is reasonable and necessary to serve an important public purpose. u.s. Const. art. I, § 10, d. 1. - Also termed Contract Clause; Obligation of Contracts Clause.

contract-specification defense An affirmative defense that immunizes a contractor from liability for a defect in a product when the contractor has manufactured or performed according to detailed contractual orders. The defense applies to specialized, single-use components ana protects a component supplier from claims of negligent design if the component conforms to the contractual specifications unless the specifications are obviously dangerous. Under modern notions of strict liability, courts have increasingly rejected this defense. Cf. GOVERNMENT-CONTRACTOR DEFENSE; GOVERNMENT-AGENCY DEFENSE.

contractual duty See DUTY (1).

contractual duty- 1. A duty ariSing under a particular contract. 2. A duty imposed by the law of contracts.

contractual fault See FAULT.

contractual fault- Civil law. Fault resulting from the intentional or negligent failure to perform an enforceable obligation in a contract.

contractual indemnity See INDEMNITY.

contractual indemnity- Indemnity that is expressly provided for in an agreement.

contractual obligation An obligation arising from a contract or agreement.

contractual obligation See OBLIGATION.

contractus (kan-trak-tas). [Latin] Roman law. A contract; an agreement between two or more parties, usu. to create an actionable bond between them. See CONTRAHERE. "The texts of the Roman law do not supply a definition of contract. The words contractus contrahere like 'contract' in English, are used in various senses, sometimes wider, sometimes narrower. Labeo gives contractus the meaning of a reciprocal obligation, such as purchase and sale, hire, partnership. But when the Romans speak of obligation arising from contract, they mean obligations arising from convention or agreement. In Roman law it was far from being the case that all agreements which might be expected to produce a legal obligation did so." R.W. lee, The Elements of Roman Law 285 (4th ed, 1956).

contractus bonae fidei, vel stricti juris (kan-trak-tas boh-nee fi-dee-i, vel strik-tI joor-i). [Latin] Roman law. Contracts of good faith or of strict law; a contract requiring that the parties perform their duties in good faith. In an action brought on a contractus bonae fidei, the plaintiff had to assert that he had not acted in bad faith. All consensual contracts were considered contractus bonae fidei. The phrase was typically used when a remedy was being sought for a breach. Judges enforced contracts of goods faith (e.g.,contracts of sale) according to the requirements of good faith and contracts of strict law (e.g., stipulations) according to their strict terms. Sometimes shortened to contractus bonae fidei.

contradictio in adjecto A contradiction in terms; an oxymoron.

contradictory judgment A judgment that has been given after the court has heard the parties make their claims and defenses. In Louisiana, this term is opposed to default judgment. Cf. contradictory motion under MOTION.

contradictory judgment See JUDGMENT.

contradictory motion See MOTION (1).

contrafactio (kon-tra-fak-shee-oh). [Law Latin] Hist. The act of counterfeiting. The word appeared frequently in the phrase contrafactio sigilli regis ("counterfeiting the king's seal").

contrahere (kan-tray-ha-ree), vb. [Latin "draw together"] Roman law. 1. To establish or enter into a formal relationship, as between husband and wife, creditor and debtor, by mutual agreement. 2. To commit a crime. 3. To accept an inheritance. 4. Generally, to perform any act of legal Significance. See CONTRACTUS.

contraplacitum (kon-tra-plas-a-tam). [Latin] Hist. A counterplea.

contrarotulator (kon-tra-roch-ya-lay-tar or kon-tra-roh-tya-lay-tar). [Latin "controller"] Hist. A person responsible for collecting and managing funds on behalf of the Crown or other government office. A variety of controllers existed in England, including the contrarotulator custumarum (controller of the customs), contrarotulator hospitii domini regis (controller of the king's household), and contrarotulator pipae (controller of the pipe i.e., an officer who collected debts due to the Exchequer).

contrary to law Illegal; unlawful; conflicting with established law.

contrary to the evidence (Of an argument, finding, etc.) conflicting with the weight of the evidence presented at a contested hearing.

contravene (kon-tra -veen), vb. 1. To violate or infringe; to defy <the soldier contravened the officer's order, and then went AWOL>. 2. To come into conflict with; to be contrary to <the court held that the regulation contravenes public policy>.

contravening equity See EQUITY.

contravening equity- (kon-tra-veen-ing). A right or interest that is inconsistent with or contrary to a right sought to be enforced.

contravention (kon-tra-ven-shan). 1. An act violating a legal condition or obligation; esp., an entail heir's act that conflicts with the entail provision. 2. French law. A criminal breach of a law, treaty, or agreement; a minor violation of the law. A contravention is traditionally punishable by peines de police, usu. a fine not exceeding 15 francs and imprisonment not exceeding three days. See public-welfare offense under OFFENSE (1). "We might get [terminological] help from the practice of Continental Europe in which three classes of punishable offenses are maintained crimes, delicts, and contraventions. The last word is used for those minor violations of regulations, all of them necessary enough for public safety and convenience, which are so numerous and so detailed in our lives. It is a convenient term and is widely used in the United States for just such acts, but it has not yet been made official. The Continental practice has the advantage of using the word crimes only for really serious offenses, which is in conformity with popular feeling on the subject." Max Radin. The Law and You 92 (1948). 3. Scots law. An action brought for breach of a peace bond. See LAWBURROWS. 4. Hist. Scots law. An act committed in violation of a legal condition or obligation, esp. one done contrary to a deed by an heir to an entailment.

contrectatae (kon-trek-tay-tee). [Latin "things meddled with"] Scots law. Things that a person (such as a thief) either improperly used or tampered with.

contrectatio (kon-trek-tay-shee-oh), n. [fr. Latin contrectare "to touch or handle"] Hist. The act of laying hands on another's property with the intent of taking, misappropriating, or misusing it. This term implied a greater culpability than simply taking property without the owner's permission and, under Roman law, was an element of theft (furtum). PI. contrectationes (kon-trek-tay-shee-oh-neez).

contributing cause A factor that - though not the primary cause plays a part in producing a result.

contributing cause- See CAUSE (1).

contributing to the delinquency of a minor The offense of an adult's engaging in conduct involving a minor or in the presence of a minor likely to result in delinquent conduct. Examples include encouraging a minor to shoplift, enabling underage drinking, and soliciting sex for money. Often shortened to contributing to delinquency. See JUVENILE DELINQUENCY. Cf. IMPAIRING THE MORALS OF AMINOR.

contributio lucri et damni (kon-tri-byoo-shee-oh loo-kri et dam-ni). [Latin] Scots law. Distribution of or sharing in profit and loss. The phrase referred to one test for determining whether a partnership existed.

contribution 1. The right that gives one of several persons who are liable on a common debt the ability to recover proportionately from each of the others when that one person discharges the debt for the benefit of all; the right to demand that another who is jointly responsible for a third party's injury supply part of what is required to compensate the third party. Also termed right of contribution.2. One tortfeasor's right to collect from joint tortfeasors when - and to the extent that - the tortfeasor has paid more than his or her proportionate share to the injured party, the shares being determined as percentages of causal fault. 3. The actual payment by a joint tortfeasor of a proportionate share of what is due. Cf. INDEMNITY. 4. Maritime law. A share of the loss resulting from a ship's sacrifice of cargo, payable by each party whose property was spared to the party whose property was sacrificed. 5. WAR CONTRIBUTION.

contribution agreement See SUPPORT AGREEMENT.

contribution bar Preclusion of a defendant having contribution rights against other defendants, who have settled their dispute with the plaintiff, from seeking contribution from them. The bar is usu. allowed in exchange for a credit against any judgment the plaintiff obtains against the nonsettling defendant.

contribution clause See COINSURANCE CLAUSE.

contribution margin The difference between a product's selling price and its variable production costs. The contribution margin measures the amount of funds available tor profit and payment of fixed costs.

contributione facienda (kon-tri-byoo-shee-oh-nee fay-shee-en-da). [Latin "writ for making contribution"] Hist. A writ to compel a tenant in common to contribute to a fellow tenant who has paid more than the tenant's share of a sum for which all the tenants are liable. "Contributione {acienda is a writ that lieth in case where more are bound to one thing, & one is put to the whole burden .... If tenents in comon or joynt, hold a mill (pro indiviso) & equally take the profits therof, the mill falling to decay, &one or more of them refusing to contribute toward the reparation therof, the rest shall have this writ ...." John Cowell, The Interpreter (1607).

contributory (bn-trib-ya-tor-ee), adj. 1. Tending to bring about a result. 2. (Of a pension fund) receiving contributions from both the employer and the employees.

contributory- 1. One who contributes or who has a duty to contribute. 2. A contributing factor. 3. Hist. A person who, as a result of being or representing a past or present member of a corporation, is liable to contribute to the corporation's debts upon its winding up.

contributory infringement 1. The act of participating in, or contributing to, the infringing acts of another person. The law imposes vicarious liability for contributory infringement. 2. Patents. The act of aiding or abetting another persons patent infringement by knowingly selling a nonstaple item that has no substantial noninfringing use and is esp. adapted for use in a patented combination or process. In the patent context, contributory infringement is statutorily defined in the Patent Act. 35 USCA § 271(c). 3. Copyright. The act of either (1) actively inducing, causing, or materially contributing to the infringing conduct of another person, or (2) providing the goods or means necessary to help another person infringe (as by making facilities available for an infringing performance). In the copyright context, contributory infringement is a common-law doctrine. 4. demarks. A manufacturers or distributors conduct in knowingly supplying, for resale, goods bearing an infringing mark.

contributory infringement See INFRINGEMENT.

contributory negligence See NEGLIGENCE.

contributory pension plan See PENSION PLAN.

contributory pension plan A pension plan funded by both employer and employee contributions.

contributory-negligence doctrine The principle that completely bars a plaintiff's recovery if the damage suffered is partly the plaintiffs own fault. Most states have abolished this doctrine and have adopted instead a comparative-negligence analysis. See FAULT; NEGLIGENCE. Cf. COMPARATIVE-NEGLIGENCE DOCTRINE.

control The direct or indirect power to govern the management and policies of a person or entity, whether through ownership of voting securities, bv contract, or otherwise; the power or authority to anage, direct, or oversee <the principal exercised control over the agent>.

control- 1. To exercise power or influence over <the judge controlled the proceedings>. 2. To regulate or govern <by law, the budget office controls expenditures>. 3. To have a controlling interest in <the five shareholders controlled the company>.

control group The persons with authority to make decisions on a corporation's behalf.

control person A person who has actual control or Significant influence over the issuer of securities, as by directing corporate policy. The control person is subject to many of the same requirements applicable to the sale of securities by the issuer. Also termed controlling person. "[T]he question of who is a control person is highly factual and is not dependent upon ownership of any specific percentage. For example, it has been held that someone owning eight percent of a company's stock was not a control person ...." 1 Thomas Lee Hazen, The Law of Securities Regulation § 4.24, at 279 (3d ed. 1995).

control person See CONTROL PERSON.

control premium See PREMIUM (3).

control premium A premium paid for shares carrying the power to control a corporation. The control premium is often computed by comparing the aggregate value of the controlling block of shares with the cost that would be incurred if the shares could be acquired at the going market price per share. 4. The amount paid to buy a securities option. Also termed (in sense 4) option premium.

control stock Stock belonging to a control person at the time of a given transaction. Also termed control shares.

control test See IRRESISTIBLE-IMPULSE TEST.

control theory The theory that people will en in criminal behavior unless certain personally social controls (such as a strong investment in conventional, legitimate activities or a belief that criminal behavior is morally wrong) are in place to prevent them from doing so. Cf. ROUTINE-ACTIVITIES THEORY; RATIONAL-CHOICE THEORY; STRAIN THEORY.

control-group test A method of determining whether the attorney-client privilege protects communications made by corporate employees, by providing that those communications are protected only if made by an employee who is a member of the group with authority to direct the corporation's actions as a result of that communication. The U.S. Supreme Court rejected the control-group test in Upjohn Co. v. United States, 449 U.S. 383, 101 S.Ct. 677 (1981). Cf. SUBJECT-MATTER TEST.

controlled debate Debate in which designated managers, usu. a partisan leader, lead each side and allot time for speeches. - Also termed controlled time.

controlled company A company that is under the control of an individual, group, or corporation that owns most of the company's voting stock. Cf. subsidiary corporation under CORPORATION.

controlled company- See COMPANY.

controlled corporate groups See CONTROLLED GROUP.

controlled corporation See CORPORATION.

controlled corporation- 1. A corporation in which the majority of the stock is held by one individual or firm. 2. A corporation in which a substantial amount (but less than a majority) of the stock is held by one individual or firm. Some states presume control with as little as 10%.

controlled debate See DEBATE.

controlled foreign corporation See CORPORATION.

controlled foreign corporation- A foreign corporation in which more than 50% of the stock is owned by U.S. citizens who each own 10% or more of the voting stock. These shareholders (known as u.s. shareholders) are required to report their pro rata share of certain passive income of the corporation. IRC (26 USCA) §§ 951-964. - Abbr. CFC.

controlled group Two or more corporations whose stock is substantially held by five or fewer persons. The Internal Revenue Code subjects these entities (such as parent-subsidiary or brother-sister groups) to special rules for computing tax liability. IRC (26 USCA) §§ 851(c)(3), 1S63(a). - Also termed controlled corporate groups.

controlled substance Any type of drug whose possession and use is regulated by law, including a narcotic, a stimulant, or a hallucinogen. See DRUG.

controlled time See controlled debate under DEBATE.

controlled-securities-offering distribution See securities-offering distribution (1) under DISTRIBUTION.

controlled-securities-offering distribution- See securities-offering distribution (1).

controlled-substance act A federal or state statute that is designed to control the distribution, classification, sale, and use of certain drugs. Most states have enacted these laws, which are usu. modeled on the Uniform Controlled Substances Act.

controller See COMPTROLLER.

controlling interest See INTEREST (2).

controlling interest Sufficient ownership of stock in a company to control policy and management; esp., a greater-than-50% ownership interest in an enterprise.

controlling person See CONTROL PERSON.

controlling shareholder A shareholder who can influence the corporations activities because the shareholder either owns a majority of outstanding shares or owns a smaller percentage but a Significant number of the remaining shares are widely distributed among many others.

controlling shareholder See SHAREHOLDER.

control-your-kid law See PARENTAL-RESPONSIBILITY STATUTE.

controver (kan-troh-var). Hist. A person who concocts false news.

controversy 1. A disagreement or a dispute, esp. in public. 2. A justiciable dispute.

controvert (kon-tra-vart or kon-tra-vart), vb. To dispute or contest; esp., to deny (as an allegation in a pleading) or oppose in argument <the allegations in Peck's pleadings were never adequately controverted>.

contubernium (kon-t[y]uu-bar-nee-am). [Latin]. Roman law. A marriage-like union between slaves. Contubernium was recognized in the United States. Before slavery was abolished, only one Southern court gave a marriage between slaves legal effect upon manumission. See Girod v. Lewis, 6 Mart. (O.S.) 559, 559-60 (La. 1819). In 1825, the Louisiana legislature passed a law expressly making such marriages invalid. "No such thing as marriage among slaves was, or could be, recognized by the law. As slaves were wholly subject to the disposal of their masters, no unions having the character of permanence or sacredness could exist among them: such a union, if it existed, would abridge the master's power of absolute control. Among slaves there could only be contubernium, cohabitation of the sexes for a longer or shorter time, but no legal matrimonium." James Hadley, Introduction to Roman Law 111 (1881). "There was ... among slaves a permitted cohabitation called contubernium, but it brought with it no civil rights .... [C]ohabitation, ... in a state of slavery, was not marriage, or evidence of marriage. It conferred no rights upon the offspring, and created no legal disabilities on the part of the father from forming a valid marriage, whenever he became in a condition which would authorize him to contract one." Adrienne D. Davis, The Private Law of Race and Sex: An Antebellum Perspective, 51 Stan. l. Rev. 221, 245 (1999).

contumace capiendo See DE CONTUMACE CAPIENDO.

contumacious conduct (kon-t[y]oo-may-shas). A willful disobedience of a court order. See CONTUMACY.

contumacious conduct- See CONDUCT.

contumacy (kon-t[y]uu-ma-see), n. Contempt of court; the refusal of a person to follow a court's order or direction. See CONTEMPT. contumacious, adj.

contumax 1. A person found to be in contempt of court. 2. A person who is accused ofa crime but refuses to appear and answer the charge.

contumelious (kon-t[y]oo-mee-lee-as), adj. Insolent, abusive, spiteful, or humiliating.