merchant exception. Contracts. In a sale of goods, an exemption from the statute of frauds whereby a contract between merchants is enforceable if, within a reasonable time after they reach an oral agreement, a written confirmation of the terms is sent, to which the recipient does not object within ten days of receiving it. • […]
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advice of counsel. 1. The guidance given by lawyers to their clients. 2. In a malicious-prosecution lawsuit, a defense requiring both a complete presentation of facts by the defendant to his or her attorney and honest compliance with the attorney’s advice. [Cases: Malicious Prosecution 21, 25(2). C.J.S. Malicious Prosecution or Wrongful Litigation §§ 25, 42,
affidavit n. 宣誓书；宣誓陈述书 指当事人自愿作出的对事实的书面陈述，并须在有权主持宣誓的官员面前作出宣誓或代替宣誓的确认〔affirmation〕以保证其内容的真实性。一般情况下，宣誓书的内容限于陈述人能以自己的知识或经历(如亲闻亲见)予以证明者，但有时也可包括以此为根据的其他信息。在司法程序中，法官可以要求对某项具体事实或某一证人提供的证据以宣誓书加以证明。
A royalty-free license arising from a property owner’s conduct regarding another person’s use of the property even though the owner has not expressly consented to the property’s use. • In a patent context, the circumstances surrounding the conduct give rise to an affirmative grant of consent or permission to infringe a patent’s claims. For example,
instrument of ratification. Int’l law. A document formally acknowledging the issuing state’s confirmation and acceptance of a treaty, and exchanged by the treaty parties or deposited with a designated state or international organization. See RATIFICATION(4).
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swear, vb. 1. To administer an oath to (a person). [Cases: Oath 5. C.J.S. Oaths and Affirmations §§ 4, 8–13.] 2. To take an oath. 3. To use obscene or profane language.
absolute-priority rule. Bankruptcy. The rule that a confirmable reorganization plan must provide for full payment to a class of dissenting unsecured creditors before a junior class of claimants will be allowed to receive or retain anything under the plan. • Some jurisdictions recognize an exception to this rule when a junior class member, usu. a
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A written memorandum of sale delivered to the seller by the broker responsible for the sale, and usu. outlining the terms of the sale. See CONFIRMATION SLIP.