admonish法律英语名词解释考研复试口语

2021年1月20日发(作者：弘皎)
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Common law
Common law
refers to law and the corresponding legal system developed through decisions
of
courts
and
similar
tribunals
(called
case
law),
rather
than
through
legislative
statutes
or executive action.
Common law is law created and refined by judges: a decision in a currently pending legal
case
depends
on
decisions
in
previous
cases
and
affects
the
law
to
be
applied
in
future
cases.
When there is no authoritative statement of the law, judges have the authority and duty to
make law by creating precedent.
The
body
of
precedent
is
called

law
and
it
binds
future
decisions.
In
future
cases,
when parties disagree on what the law is, an idealized common law court looks to past
precedential decisions of relevant courts. If a similar dispute has been resolved in the
past,
the
court
is
bound
to
follow
the
reasoning
used
in
the
prior
decision
(this
principle
is known as
stare decisis
). If, however, the court finds that the current dispute is
fundamentally distinct from all previous cases, it will decide as a
impression.
under the principle of
stare decisis
.
In
practice,
common
law
systems
are
considerably
more
complicated
than
the
idealized
system
described above. The decisions of a court are binding only in a particular jurisdiction,
and
even
within
a
given
jurisdiction,
some
courts
have
more
power
than
others.
For
example,
in
most
jurisdictions,
decisions
by
appellate
courts
are
binding
on
lower
courts
in
the
same
jurisdiction
and
on
future
decisions
of
the
same
appellate
court,
but
decisions
of
non-appellate
courts
are
only
non-binding
persuasive
authority.
Interactions
between
common
law, constitutional law, statutory law and regulatory law also give rise to considerable
complexity. However
stare decisis
, the principle that similar cases should be decided
according to consistent principled rules so that they will reach similar results, lies at
the heart of all common law systems.
Common law legal systems are in widespread use, particularly in those nations which trace
their legal heritage to Britain, including the United Kingdom, most of the United States,
and other former colonies of the British Empire such as India,
[2]
Canada, New Zealand,
Australia and Hong Kong.
[3]

Injunction
An
injunction

is
an
equitable
remedy
in
the
form
of
a
court
order,
whereby
a
party
is
required
to
do,
or
to
refrain
from
doing,
certain
acts.
The
party
that
fails
to
adhere
to
the
injunction
faces
civil
or
criminal
penalties
and
may
have
to
pay
damages
or
accept
sanctions
for
failing
to follow the court's order.
In
some cases,
breaches of injunctions are considered
serious
criminal offences that merit arrest and possible prison sentences.
Misrepresentation
Misrepresentation
is a contract law concept. It means a false statement of fact made by
one party to another party, which has the effect of inducing that party into the contract.
For example, under certain
circumstances, false
statements
or promises made by
a seller
of
goods regarding the quality or nature of the product that the seller has may constitute
misrepresentation. A finding of misrepresentation allows for a remedy of rescission and
sometimes damages depending on the type of misrepresentation.
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Estoppel
Estoppel

is
a
legal
doctrine
at
common
law,
where
a
party
is
barred
from
claiming
or
denying
an argument on an equitable ground. Estoppel complements the requirement of consideration
in contract law. In general, estoppel protects an aggrieved party, if the counter-party
induced
an
expectation
from
the
aggrieved
party,
and
the
aggrieved
party
reasonably
relied
on the expectation and would suffer detriment if the expectation is not met.
Also,
unconscionability
by
a
breaching
party
is
also
sufficient
to
estop
the
breaching
party.
Estoppel
is
a
defense
that
prevents
a
representor
from
enforcing
legal
rights,
or
from
relying
on a set of facts that would give rise to enforceable rights (e.g. words said or actions
performed),
generally
only
if
that
enforcement
or
reliance
would
be
unfair
to
the
representee.
Because
its
effect
is
to
defeat
generally
enforceable
legal
rights,
the
scope
of
the
remedy
is
often
limited.
Note,
however,
that
proprietary
estoppel
(applicable
in
English
land
law)
can be both a sword and a shield and the scope of its remedy is wide.
For
an
example
of
estoppel,
consider
the
case
of
a
debtor
and
a
creditor.
The
creditor
might
unofficially
inform
the
debtor
that
the
creditor
forgives
the
debt.
Even
if
such
forgiveness
is
not
formally
documented,
the
creditor
may
be
estopped
from
changing
its
mind
and
seeking
to
collect
the
debt, because
that
change
would
be
unfair.
In
the
same
way,
a landlord
might
inform
a
tenant
that
rent
has
been
reduced,
for
example,
if
there
was
construction
or
a
lapse
in utility services. If the tenant relies on this notice, the landlord could be
estopped

from collecting the full rent.
Estoppel
is
closely
related
to
the
doctrines
of
waiver,
variation,
and
election
and
is
applied
in many areas of law, including insurance, banking, employment, international trade, etc.
In English law, the concept of legitimate expectation in the realm of administrative law
and
judicial
review
is
estoppel's
counterpart
in
public
law,
although
subtle
but
important
differences exist.
This term appears to come from the French
estoupail
(or a variation), which meant
plug
to
the
verb

which
comes
from
the
Old
French
term
estopper
,
meaning

up,
impede
Note the similarity between the English terms
Case law
Case law
(also known as
decisional law
or
judicial precedent
) is the general term for the
principles and rules of law set forth in judicial opinions from courts of law.
[1]
Case law
incorporates
courts'
decisions
from
individual
cases
and
encompasses
courts'
interpretations
of
statutes,
constitutional
provisions,
administrative
regulations
and,
in
some cases, law originating solely from the courts. Case law is often published in print
law
reports
or
reporters
(and
increasingly
on
court
websites)
to
establish
precedent
-
rules
to apply in future court decisions dealing with similar situations.
For
countries
with
a
common
law
legal
system,
such
as
in
the
United
Kingdom,
United
States,
and
most
of
the
Commonwealth
of
Nations,
case
law
is
a
major
source
of
law.
In
general,
courts
in
common
law
countries
treat
the
decisions
of
higher
appellate
courts
as
normative
-
laying
down
rules
that
should,
or
in
some
cases
must,
be
used
to
decide
similar
legal
disputes
(called

2
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derived from Roman law, however, the courts are not strictly bound by rules and principles
from case law.
Statute
Statute law is law made by parliaments eg. the crimes act 1900 made by nsw parliament
A
statute
is a formal written enactment of a legislative authority that governs a country,
state, city, or county.
[1]
Typically, statutes command or prohibit something, or declare
policy.
The
word
is
often
used
to
distinguish
law
made
by
legislative
bodies
from
the
judicial
decisions of the common law and the regulations issued by Government agencies.
[1]
Statutes
are
sometimes
referred
to
as
legislation
or

letter
law
As
a
source
of
law,
statutes
are considered primary authority (as opposed to secondary authority).
Before
a
statute
becomes
law
in
some
countries,
it
must
be
agreed
upon
by
the
highest
executive
in
the
government,
and
finally
published
as
part
of
a
code.
In
many
countries,
statutes
are
organized in topical arrangements (or
as the United States Code. In the United States, statutory law is distinguished from and
subordinate to constitutional law.
Agency (law)
Agency

is
an
area
of
commercial
law
dealing
with
a
contractual
or
quasi-contractual
tripartite, or non-contractual set of relationships when an agent is authorized to act on
behalf
of
another
(called
the
Principal)
to
create
a
legal
relationship
with
a
Third
Party.
[1]

Succinctly,
it
may
be
referred
to
as
the
relationship
between
a
principal
and
an
agent
whereby
the principal, expressly or impliedly, authorizes the agent to work under his control and
on
his
behalf.
The
agent
is,
thus,
required
to
negotiate
on
behalf
of
the
principal
or
bring
him and third parties into contractual relationship. This branch of law separates and
regulates the relationships between:
?

Agents and Principals;
?

Agents and the Third Parties with whom they deal on their Principals' behalf; and
?

Principals and the Third Parties when the Agents purport to deal on their behalf.
The
common
law
principle
in
operation
is
usually
represented
in
the
Latin
phrase,
qui
facit
per
alium,
facit
per
se
,
i.e.
the
one
who
acts
through
another,
acts
in
his
or
her
own
interests

and
it
is
a
parallel
concept
to
vicarious
liability
and
strict
liability
in
which
one
person
is held liable in Criminal law or Tort for the acts or omissions of another.
Good faith
Good faith
, or in Latin
bona fides
(
bona fide
means
moral state of honesty, conviction as to the truth or falsehood of a proposition or body
of
opinion,
or
as
to
the
rectitude
or
depravity
of
a
line
of
conduct.
This
concept
is
important
in law, especially equitable matters.
[1]

In contemporary English,
background, or documentation of a person's identity.
Why
should
I
trust
you
(your
good
faith
in
this
matter)?
Tell
me
who
you
are.

In
this
sense,
the
phrase
is
sometimes
used
in
job
advertisements,
and
should
not
be
confused
with
the
bona
fide
occupational
qualifications
or
the
employer's
good
faith
effort,
as
described
below.
[2]

Commissioner
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Commissioner
is in principal the title given to the holder of a
commission
, in the sense
of a mandate, whether individually
or
shared, notably as
member of a
collegial commission.
In
practice
the
title
of
commissioner
has
evolved
to
include
a
variety
of
senior
officials,
often sitting on a specific commission. In particular, commissioner frequently refers to
senior
police
or
government
officials.
A
High
Commissioner
is
equivalent
to
an
ambassador,
between Commonwealth states sharing the same Monarch as head of state.
The title is also sometimes given to senior officials in the private sector, for instance
many North American sports leagues.
Partnership
A
partnership

is
a
type
of
business
entity
in
which
partners

(owners)
share
with
each
other
the profits or losses of
the
business undertaking
in which all have invested.
Partnerships
are
often
favored
over
corporations
for
taxation
purposes,
as
the
partnership
structure
does
not generally incur a tax on profits before it is distributed to the partners (i.e. there
is
no
dividend
tax
levied).
However,
depending
on
the
partnership
structure
and
the
jurisdiction
in
which
it
operates,
owners
of
a
partnership
may
be
exposed
to
greater
personal
liability than they would as shareholders of a corporation.
Joint and several liability
Under
joint
and
several
liability
,
a
claimant
may
pursue
an
obligation
against
any
one
party
as if they were jointly liable and it becomes the responsibility of the defendants to sort
out their respective proportions
of
liability and
payment. This means
that if the
claimant
pursues one defendant and receives payment, that defendant must then pursue the other
obligors for a contribution to their share of the liability.
Joint
and
several
liability
is
most
relevant
in
tort
claims,
whereby
a
plaintiff
may
recover
all the damages from any of the defendants regardless of their individual share of the
liability. The rule is often applied in negligence cases, though it is sometimes invoked
in other areas of law.
In
the
United
States,
46
of
the
50
states
have
a
rule
of
joint
and
several
liability,
although
in response to
Tort
Tort

law
is
the
name
given
to
a
body
of
law
that
addresses,
and
provides
remedies
for,
civil
wrongs
not
arising
out
of
contractual
obligations.
[1]

A
person
who
suffers
legal
damages
may
be able to use tort law to receive compensation from someone who is legally responsible,
or
legal injury and establishes the circumstances under which one person may be held liable
for another's injury. Torts cover intentional acts and accidents.
For instance, Alice throws a ball and accidentally hits Brenda in the eye. Brenda may sue
Alice for losses occasioned by
the
accident (e.g.,
costs
of medical treatment, lost income
during
time
off
work,
pain
and
suffering,
etc.).
Whether
or
not
Brenda
wins
her
suit
depends
on if she can prove Alice engaged in tortious conduct. Here, Brenda would attempt to prove
Alice
had
a
duty
and
failed
to
exercise
the
standard
of
care
which
a
reasonable
person
would
render in throwing the ball.
One of the main topics of the substance of tort law is determining the
- a legal phrase that means distinguishing between when conduct is or is not tortious. Put
4
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another
way,
the
big
issue
is
whether
a
person
suffers
the
loss
from
his
own
injury,
or
whether
it gets transferred to someone else.
Going
back
to
the
example
above,
if
Alice threw
the
ball
at
Brenda
on
purpose,
Brenda
could
sue
for
the
intentional
tort
of
battery.
If
it
was
an
accident,
Brenda
must
prove
negligence.
To do this, Brenda must show that her injury was reasonably foreseeable, that Alice owed
Brenda
a
duty
of
care
not
to
hit
her
with
the
ball,
and
that
Alice
failed
to
meet
the
standard
of care required.
In
much
of
the
western
world,
the
touchstone
of
tort
liability
is
negligence.
If
the
injured
party
cannot
prove
that
the
person
believed
to
have
caused
the
injury
acted
with
negligence,
at the very least, tort law will not compensate them. Tort law also recognizes intentional
torts and strict liability, which apply to defendants who engage in certain actions.
In tort law, injury is defined broadly. Injury does not just mean a physical injury, such
as
where
Brenda
was
struck
by
a
ball.
Injuries
in
tort
law
reflect
any
invasion
of
any
number
of individual
as property rights. Actions for nuisance and trespass to land can arise from interfering
with
rights
in
real
property.
Conversion and
trespass
to
chattels
can
protect
interference
with
movable
property.
Interests
in
prospective
economic
advantages
from
contracts
can
also
be
injured
and
become
the
subject
of
tort
actions.
A
number
of
situations
caused
by
parties
in a contractual relationship may nevertheless be tort rather than contract claims, such
as breach of fiduciary duty.
Tort
law
may
also
be
used
to
compensate
for
injuries
to
a
number
of
other
individual
interests
that are not recognized in property or contract law, and are intangible. This includes an
interest in freedom from emotional distress, privacy interests, and reputation. These are
protected
by
a
number
of
torts
such
as
infliction,
privacy
torts,
and
defamation.
Defamation
and privacy torts may, for example, allow a celebrity to sue a newspaper for publishing an
untrue
and
harmful
statement
about
him.
Other
protected
interests
include
freedom
of
movement,
protected by the intentional tort of false imprisonment.
The equivalent of tort in civil law jurisdictions is delict.
[2]
The law of torts can be
categorised as part of the law of obligations, but unlike voluntarily assumed obligations
(such as those of contract, or trust), the duties imposed by the law of torts apply to all
those subject to the relevant jurisdiction. To behave in 'tortious' manner is to harm
another's
body,
property,
or
legal
rights,
or
possibly,
to
breach
a
duty
owed
under
statute.
One who commits a tortious act is called a
[3]
Torts is one of the American Bar
Association mandatory first year law school courses.
[4]

Piercing the corporate veil
The
corporate
law
concept
of
piercing
(lifting)
the
corporate
veil

describes
a
legal
decision
where
a
shareholder
or
director
of
a
corporation
is
held
liable
for
the
debts
or
liabilities
of the corporation despite the general principle that shareholders are immune from suits
in contract or tort that otherwise would hold only the corporation liable. This doctrine
is also known as
a

that
represents
the
veneer
of
formalities
and
dignities
that
protect
a
corporation,
which can be disregarded at will when the situation warrants looking beyond the
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fiction
of
a
corporate
person
to
the
reality
of
other
persons
or
entities
who
would
otherwise
be protected by the corporate fiction.
Piercing the corporate veil is not the only means by which a director or officer of a
corporation
can
be
held
liable
for
the
actions
of
the
corporation.
Liability
can
be
established through conventional theories of contract, agency, or tort law. For example,
in
situations
where
a
director
or
officer
acting
on
behalf
of
a
corporation
personally
commits
a
tort,
he
and
the
corporation
are
jointly
liable
and
it
is
unnecessary
to
discuss
the
issue
of piercing the corporate veil.
The doctrine is often used in cases where liability is found, but the corporation is
insolvent.
Parent company
A
parent company
is a company that owns enough voting stock in another firm to control
management and operations by influencing or electing its board of directors; the second
company
being
deemed
as
a
subsidiary
of
the
parent
company.
The
definition
of
a
parent
company
differs from jurisdiction to jurisdiction, with the definition normally being defined by
way of laws dealing with companies in that jurisdiction.
Subsidiary
A
subsidiary
, in business matters, is an entity that is controlled by a bigger and more
powerful
entity.
The
controlled
entity
is
called
a
company,
corporation,
or
limited
liability
company,
and
the
controlling
entity
is
called
its
parent
(or
the
parent
company).
The
reason
for
this
distinction
is
that
a
lone
company
cannot
be
a
subsidiary
of
any
organization;
only
an entity representing a legal fiction as a separate entity can be a subsidiary. While
individuals have the capacity to act on their own initiative, a business entity can only
act through its directors, officers and employees.
The most common way that control of a subsidiary is achieved is through the ownership of
shares in the subsidiary by the parent. These shares give the parent the necessary votes
to determine the composition of the board of the subsidiary and so exercise control. This
gives
rise
to
the
common
presumption
that
50%
plus
one
share
is
enough
to
create
a
subsidiary.
There are, however, other ways that control can come about and the exact rules both as to
what control is needed and how it is achieved can be complex (see below). A subsidiary may
itself have subsidiaries, and these, in turn, may have subsidiaries of their own. A parent
and all its subsidiaries together are called a group, although this term can also apply to
cooperating companies and their subsidiaries with varying degrees of shared ownership.
Subsidiaries
are
separate,
distinct
legal
entities
for
the
purposes
of
taxation
and
regulation.
For
this
reason,
they
differ
from
divisions,
which
are
businesses
fully
integrated within the main company, and not legally or otherwise distinct from it.
An
operating
subsidiary

is
a
business
term
frequently
used
within
the
United
States
railroad
industry.
In
the
case
of
a
railroad,
it
refers
to
a
company
that
is
a
subsidiary
but
operates
with its own identity, locomotives and rolling stock.
In contrast, a
non-operating subsidiary
would exist on paper only (i.e. stocks, bonds,
articles
of
incorporation)
and
would
use
the
identity
and
rolling
stock
of
the
parent
company.
Branch
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A
branch
is a woody structural member connected to but not part of the central trunk of
a tree (or sometimes a shrub). Large branches are known as
boughs
and small branches are
known as
twigs
.
While branches can be nearly
horizontal,
vertical, or diagonal, the majority of trees
have
upwardly diagonal branches.
Articles of Incorporation
The
Articles
of
Incorporation

(sometimes
also
referred
to
as
the
Certificate
of
Incorporation
or the
Corporate Charter
) are the primary rules governing the management of
a corporation in the United States, and are filed with a state or other regulatory agency.
The
equivalent
in
the
United
Kingdom
and
various
other
countries
is
Articles
of
Association.
Bylaw
A
bylaw

(sometimes
also
spelled
by-law

or
byelaw
)
most
commonly
refers
to
a
city
or
municipal
law
or
ordinance,
passed
under
the
authority
of
a
charter
or
provincial/state
law
specifying
what things may be regulated by the municipality.
Liability
In
the
most
general
sense,
a
liability

is
anything
that
is
a
hindrance,
or
puts
individuals
at a disadvantage. It can also be used as a slang term to describe someone that puts a team
or
group
of
which
they
are
a
member
at
a
disadvantage,
and
would
thus
be
better
off
without.
Capital (economics)
In
economics,
capital

or
capital
goods
or
real
capital
refers
to
factors
of
production
used
to
create
goods
or
services
that
are
not
themselves
significantly
consumed
(though
they
may
depreciate)
in
the
production
process.
Capital
goods
may
be
acquired
with
money
or
financial
capital.
In
finance
and
accounting,
capital
generally
refers
to
financial
wealth,
especially
that used to start or maintain a business.
Authorised capital
The
authorised
capital

of
a
company
(sometimes
referred
to
as
the
authorised
share
capital

or the
nominal capital
, particularly in the United States) is the maximum amount of share
capital
that
the
company
is
authorised
by
its
constitutional
documents
to
issue
to
shareholders. Part of the authorised capital can (and frequently does) remain unissued.
The part of the authorised capital which has been issued to shareholders is referred to as
the issued share capital of the company.
Share capital
Share capital
or
issued capital
(UK English) or
capital stock
(US English)[1] refers to
the portion of a company's equity that has been obtained (or will be obtained) by trading
stock
to
a
shareholder
for
cash
or
an
equivalent
item
of
capital
value.
For
example,
a
company
can
set
aside
share
capital
to
exchange
for
computer
servers
instead
of
directly
purchasing
the servers from existing equity.
The paid-up capital does not speak about the shares.
Preferred stock
Preferred
stock
,
also
called
preferred
shares

or
preference
shares
,
is
typically
a
'higher
ranking'
stock
than
voting
shares,
and
its
terms
are
negotiated
between
the
corporation
and
the investor.
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Preferred stock usually carries no voting rights,
[1][2]
but may carry superior priority over
common stock in the payment of dividends and upon liquidation. Preferred stock may carry
a dividend that is paid out prior to any dividends being paid to common stock holders.
Preferred
stock
may
have
a
convertibility
feature
into
common
stock.
Preferred
stockholders
will
be
paid
out
in
assets
before
common
stockholders
and
after
debt
holders
in
bankruptcy.
Terms of the preferred stock are stated in a
Consolidation (business)
Consolidation
or
amalgamation
is the act of merging many things into one. In business, it
often
refers
to
the
mergers
or
acquisitions
of
many
smaller
companies
into
much
larger
ones.
The
financial
accounting
term
of
consolidation
refers
to
the
aggregated
financial
statements
of a group company as consolidated account. The taxation term of consolidation refers to
the treatment of a group of companies and other entities as one entity for tax purposes.
Under the Halsbury's Laws
of
England, 'amalgamation'
is defined as

of
two or more undertakings into one undertaking, the shareholders of each blending company,
becoming,
substantially,
the
shareholders
of
the
blended
undertakings.
There
may
be
amalgamations, either by transfer of two or more undertakings to a new company, or to the
transfer of one or more companies to an existing company
substantially,
the
same.
However,
the
term
amalgamation
is
more
common
when
the
organizations
being merged are private schools or regiments.
Non- executive director
A
non-executive director
(NED, also NXD) or
outside director
is a member of the board of
directors of a company who does not form part of the executive management team. He or she
is
not
an
employee
of
the
company
or
affiliated
with
it
in
any
other
way.
They
are
differentiated
from
inside
directors,
who
are
members
of
the
board
also
serving
as
executive
managers of the company (most often as corporate officers).
Business judgment rule
The
business judgment rule
is an American case law-derived concept in Corporations law
whereby
the

of
a
corporation
.
.
.
are
clothed
with
[the]
presumption,
which
the
law accords to them, of being [motivated] in their conduct by a bona fide regard for the
interests
of
the
corporation
whose
affairs
the
stockholders
have
committed
to
their
charge
[1]

and
whereby
a
court
will
refuse
to
review
the
actions
of
a
corporation's
board
of
directors
in managing the corporation unless there is some allegation of conduct that the directors
violated
their
duty
of
care
to
manage
the
corporation
to
the
best
of
their
ability.
The
burden
is on the party challenging the decision to establish facts rebutting the presumption.
[2]

Derivative suit
A
shareholder
derivative
suit

is
a
lawsuit
brought
by
a
shareholder
on
behalf
of
a
corporation
against a third party. Often, the third party is an insider of the corporation, such as an
executive
officer
or
director.
Shareholder
derivative
suits
are
unique
because
under
traditional
corporate
law,
management
is
responsible
for
bringing
and
defending
the
corporation against suit. Shareholder derivative suits permit a shareholder to initiate a
suit
when
management
has
failed
to
do
so.
Because
derivative
suits
vary
the
traditional
roles
of management and shareholders, many jurisdictions have implemented various procedural
requirements to derivative suits.
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Mergers and acquisitions
The phrase
mergers and acquisitions
(abbreviated
M&A
) refers to the aspect of corporate
strategy, corporate finance and management dealing with the buying, selling and combining
of
different
companies
that
can
aid,
finance,
or
help
a
growing
company
in
a
given
industry
grow rapidly without having to create another business entity.
Contract
A
contract
is an exchange of promises between two or more parties to do, or refrain from
doing, an act which is enforceable in a court of law. It is a binding legal agreement.
[1]

That is to say, a contract is an exchange of promises for the breach of which the law will
provide a remedy.
Agreement is said to be reached when an offer capable of immediate acceptance is met with
a
necessary
capacity
to
contract
and
the
contract
must
not
be
either
trifling,
indeterminate,
impossible
or
illegal
.
Contract
law
is
based
on
the
principle
expressed
in
the
Latin
phrase
pacta
sunt
servanda

(usually
translated

must
be
kept
but
more
literally

are
to
be
kept
[2]

Breach
of
contract
is
recognized
by
the
law
and
remedies
can
be
provided.
Sometimes written contracts are required, such as when buying a house.
[3]
However, most
contracts
can
be
and are
made
orally,
such
as
purchasing
a
book
or
a
sandwich.
Contract
law
can
be
classified,
as
is
habitual
in
civil
law
systems,
as
part
of
a
general
law
of
obligations
(along with tort, unjust enrichment or restitution).
Consideration
Consideration
is a concept of legal value in contract law. It is a promised action, or
omission
of
action,
that
the
promisee
did
not
already
have
a
pre-existing
duty
to
abide
by.
It
can
take
the
form
of
money,
physical
objects,
services,
or
a
forbearance
of
action.
Both
parties to a contract must pass consideration to the other party for there to be a valid
contract.
However, even if a court decides there is no contract, there might be a possible recovery
under Quantum meruit (sometimes referred to as a Quasi- contract) or promissory estoppel.
Proprietary estoppel
The
traditional
version
of
proprietary
estoppel

arises
in
relation
to
rights
to
use
the
land
of
the
owner,
and
may
even
be
effective
in
connection
with
disputed
transfers
of
ownership.
So if:
?

one party represents that he or she is transferring an interest in land to another,
but what is done has no legal effect,
or

?

merely promises at some time in the future to transfer land or an interest in land
to another,
and

?

knows that the other party will spend money or otherwise act to his or her detriment
in reliance on the supposed or promised transfer,
an estoppel may arise. Thus, in
Dillwyn v Llwellyn (1862) 4 De G.F.& J. 517 C.A.
a father
promised a house to his son who took possession and spent a large sum of money improving
the property. The father never actually transferred the house to the son. When his father
died, the son claimed to be the equitable owner and the court ordered the testamentary
9