Accord and satisfaction discharges a disputed obligation through agreement to accept substituted performance that is then rendered.

Contract ambiguity exists where a provision is reasonably susceptible to more than one interpretation.

Every contract carries an implied covenant that neither party will act to deprive the other of the agreement's benefits.

A buy-sell agreement dispute concerns the triggering, valuation, or enforcement of an ownership transfer provision.

Consequential damages are losses flowing indirectly from a breach that were foreseeable when the contract was made.

Contra proferentem construes ambiguous terms against the party that drafted them.

Corporate deadlock occurs where owners or directors cannot reach the agreement needed to operate the entity.

Corporate waste is an exchange so one-sided that no person of ordinary business judgment would approve it.

Course of performance is how parties actually performed under the contract at issue, evidencing their understanding of its terms.

A cure period gives a breaching party a defined window to remedy a default before termination rights arise.

Business defamation is a false statement of fact injuring a company's reputation.

Demand futility excuses a derivative plaintiff from demanding board action where the board could not impartially consider it.

The direct and derivative distinction determines whether a shareholder claim belongs to the individual or the corporation.

A dissolution action asks a court to wind up an entity, typically on grounds of deadlock, oppression, or inability to operate.

Expectation damages put the injured party in the position it would have occupied had the contract been performed.

The duty of care requires fiduciaries to act on an informed basis with the diligence a prudent person would use.

The duty of loyalty requires fiduciaries to act in the beneficiary's interest rather than their own.

Frustration of purpose excuses performance where an unforeseen event destroys the value of the contract to one party.

Impossibility excuses performance where an unforeseen event makes it objectively impossible or commercially impracticable.

Commercial injunctive relief restrains or compels conduct in a business dispute where damages are inadequate.

Minority shareholder oppression is conduct by controlling owners that unfairly defeats a minority holder's reasonable expectations.

Negligent misrepresentation is a false statement made without reasonable care in a business transaction, causing reliance loss.

A notice of default formally advises a counterparty of a breach and triggers cure and termination rights.

A novation substitutes a new party or obligation for an existing one, discharging the original obligor.

An operating agreement dispute concerns governance, distributions, or transfer rights under an LLC's governing document.

Partnership dissolution ends the partners' association and begins winding up, or triggers buyout of a departing partner.

Promissory estoppel enforces a promise that induced reasonable reliance where no enforceable contract exists.

Reformation corrects a written contract to reflect the parties' actual agreement where the writing misstates it.

Reliance damages compensate expenditures made in reliance on a contract, restoring the party to its pre-contract position.

Rescission unwinds a contract and restores the parties to their pre-contract positions.

Restitution damages restore the benefit conferred on the breaching party, preventing unjust enrichment.

Specific performance compels a party to perform its contractual obligation rather than paying damages.

Termination for cause ends a contract based on the counterparty's breach, typically after notice and failed cure.

Termination for convenience permits ending a contract without cause, subject to defined compensation obligations.

A time is of the essence clause makes performance deadlines material, so late performance is a breach rather than a delay.

Trade libel is a false statement disparaging a business's goods or services causing economic loss.

Usage of trade is a practice so regular in a trade or place that parties are presumed to have contracted with reference to it.