Legal Dictionary

binder

n. a written statement of the key terms of an agreement, in particular insurance policies, so that the insured as well as lenders can be assured there is valid and adequate insurance coverage.

blank endorsement

n. endorsement of a check or other negotiable paper without naming the person to whom it would be paid.

boiler room

n. a telephone bank operation in which fast-talking telemarketers or campaigners attempt to sell stock, services, goods, or candidates and act as if they are calling from an established company or brokerage. Often the telemarketers are totally fraudulent and in violation of security laws.

bona fide

adj. Latin for "good faith," it signifies honesty, the "real thing" and, in the case of a party claiming title as bona fide purchaser or holder, it indicates innocence or lack of knowledge of any fact that would cast doubt on the right to hold title.

bond

n. 1) written evidence of debt issued by a company with the terms of payment spelled out. A bond differs from corporate shares of stock since bond payments are pre-determined and provide a final payoff date, while stock dividends vary depending on profitability and corporate decisions to distribute. There are two types of such bonds: "registered," in which the name of the owner is recorded by the company and "bearer," in which interest payments are made to whomever is holding the bond. 2) written guaranty or pledge which is purchased from a bonding company (usually an insurance firm) or by an individual as security (called a "bondsman") to guarantee some form of performance, including showing up in court ("bail bond"), properly complete construction or other contract terms ("performance bond"), that the bonded party will not steal or mismanage funds, that a purchased article is the real thing, or that title is good. If there is a failure then the bonding company will make good up to the amount of the bond.

booby trap

n. a device set up to be triggered to harm or kill anyone entering the trap, such as a shotgun which will go off if a room is entered, or dynamite which will explode if the ignition key on an auto is turned. If a person sets up such a trap to protect his/her property, he/she will be liable for any injury or death even to an unwanted intruder such as a burglar. Setting a booby trap to even protect one's property is a crime.

book value

n. a determination of the value of a corporation's stock by adding up the stated value of corporate assets as shown on the books (records) of a corporation and deducting all the liabilities (debts) of the corporation. This may not be the true value of the corporation or its shares since the assets may be under- or over-valued

boycott

n. organized refusal to purchase products or patronize a store to damage the producer or merchant monetarily, to influence its policy, and/or to attract attention to a social cause. The term is named for Captain Charles C. Boycott, a notorious land agent whose neighbors ostracized him during Ireland's Land League rent wars in the 1880's. Boycotts are not illegal in themselves, unless there are threats of violence involved.

breach of contract

n. failing to perform any term of a contract, written or oral, without a legitimate legal excuse. This may include not completing a job, not paying in full or on time, failure to deliver all the goods, substituting inferior or significantly different goods, not providing a bond when required, being late without excuse, or any act which shows the party will not complete the work ("anticipatory breach"). Breach of contract is one of the most common causes of law suits for damages and/or court-ordered "specific performance" of the contract.

breach of trust

n. 1) any act which is in violation of the duties of a trustee or of the terms of a trust. Such a breach need not be intentional or with malice, but can be due to negligence. 2) breaking a promise or confidence.

breaking and entering

n. 1) the criminal act of entering a residence or other enclosed property through the slightest amount of force (even pushing open a door), without authorization. If there is intent to commit a crime, this is burglary. If there is no such intent, the breaking and entering alone is probably at least illegal trespass, which is a misdemeanor crime. 2) the criminal charge for the above.

brief

1) n. a written legal argument, usually in a format prescribed by the courts, stating the legal reasons for the suit based on statutes, regulations, case precedents, legal texts, and reasoning applied to facts in the particular situation. A brief is submitted to lay out the argument for various petitions and motions before the court (sometimes called "points and authorities"), to counter the arguments of opposing lawyers, and to provide the judge or judges with reasons to rule in favor of the party represented by the brief writer. Ironically, although the term was originally intended to mean a brief or summary argument (shorter than an oral presentation), legal briefs are quite often notoriously long. 2) v. to summarize a precedent case or lay out in writing a legal argument. Attentive law students "brief" each case in their casebooks, which means extracting the rule of law, the reasoning (rationale), the essential facts, and the outcome. 3) v. to give a summary of important information to another person.

brought to trial

v. the act of actually beginning a trial, usually signaled by swearing in the first witness (not the impanelling of the jury or beginning opening statements).

building and loan

n. another name for savings and loan association. As the name implies, originally these institutions were meant to provide loans for building a house after the depositor had saved enough for a down payment.

bulk transfer

bulk sale

burden of proof

n. the requirement that the plaintiff (the party bringing a civil lawsuit) show by a "preponderance of evidence" or "weight of evidence" that all the facts necessary to win a judgment are presented and are probably true. In a criminal trial the burden of proof required of the prosecutor is to prove the guilt of the accused "beyond a reasonable doubt," a much more difficult task. Unless there is a complete failure to present substantial evidence of a vital fact (usually called an "element of the cause of action"), the ultimate decision as to whether the plaintiff has met his/her burden of proof rests with the jury or the judge if there is no jury. However, the burden of proof is not always on the plaintiff. In some issues it may shift to the defendant if he/she raises a factual issue in defense, such as a claim that he/she was not the registered owner of the car that hit the plaintiff, so the defendant has the burden to prove that defense. If at the close of the plaintiff's presentation he/she has not produced any evidence on a necessary fact (e.g. any evidence of damage) then the case may be dismissed without the defendant having to put on any evidence.

business

n. any activity or enterprise entered into for profit. It does not mean it is a company, a corporation, partnership, or has any such formal organization, but it can range from a street peddler to General Motors. It is sometimes significant to determine if an accident, visit, travel, meal or other activity was part of "business" or for pleasure or no particular purpose.

but for rule

n. one of several tests to determine if a defendant is responsible for a particular happening. In this test, was there any other cause, or would it have occurred "but for" the defendant's actions? Example: "But for" defendant Drivewild's speeding, the car would not have gone out of control, and therefore the defendant is responsible. This is shorthand for whether the action was the "proximate cause" of the damage.

bylaws

n. the written rules for conduct of a corporation, association, partnership or any organization. They should not be confused with the articles of incorporation, which only state the basic outline of the company, including stock structure. Bylaws generally provide for meetings, elections of a board of directors and officers, filling vacancies, notices, types and duties of officers, committees, assessments and other routine conduct. Bylaws are in effect a contract among members and must be formally adopted and/or amended.

calendar

1) n. the list of cases to be called for trial before a particular court; 2) v. to set and give a date and time for a case, petition or motion to be heard by a court. Usually a judge, a trial setting commissioner, or the clerk of the court calendars cases.

call

n. the demand by a corporation that a stockholder pay an installment or assessment on shares already owned

cancel

v. to cross out, annul, destroy, void and/or rescind a document. Cancelling can be done in several ways: tear up the document or mark on its face that it is cancelled, void, or terminated if the debt for which it stood has been paid. It is important that the document (like a promissory note) itself become no longer operative either by destruction or marking, so that it cannot be used again.

caning

n. a punishment for crimes employed in certain Asian countries (notably Singapore) even for misdemeanors (lesser crimes) in which the convicted defendant receives several lashes with a flexible "cane" meted out by a husky and skilled whipper.

cap

n. slang for maximum, as the most interest that can be charged on an "adjustable rate" promissory note

capital account

n. the record which lists all basic assets of a business, not including inventory or the alleged value of good will.