An accounting is an equitable remedy compelling disclosure and reconciliation of financial dealings.

An additional insured clause requires one contracting party to name the other as an insured under its liability policy.

Aiding and abetting breach of fiduciary duty imposes liability on a third party who knowingly assisted the breach.

Alter ego liability disregards corporate separateness to reach owners for the entity's obligations.

Ambiguity exists where language is reasonably susceptible to more than one interpretation.

An anti-indemnity statute restricts contractual indemnification for a party's own negligence.

Anticipatory repudiation is a clear indication before performance is due that a party will not perform.

A books and records demand permits a shareholder to inspect corporate records for a proper purpose.

Breach of contract is a claim that a party failed to perform a contractual obligation, entitling the non-breaching party to damages or other relief.

Breach of fiduciary duty is a claim that a person in a position of trust failed to act loyally and in the beneficiary's best interests.

The business judgment rule presumes directors acted on an informed basis, in good faith, and in the corporation's best interests.

Civil conspiracy imposes joint liability on parties who agreed to commit an underlying tort.

Civil RICO provides treble damages and fees for injury from a pattern of racketeering activity.

Commercial impracticability excuses performance made unreasonably difficult by an unforeseen contingency.

A condition precedent is an event that must occur before a contractual duty becomes due.

Consequential damages are losses flowing from a breach's special circumstances rather than directly from the breach itself.

A consequential damages waiver excludes indirect losses from recovery, appearing in most commercial agreements.

A constructive trust is an equitable remedy treating a wrongful holder as trustee of property for the rightful owner.

A consumer protection claim asserts unfair or deceptive business practices under a state statute, often providing fee shifting and enhanced damages.

Contract interpretation is the process of determining the meaning of contractual language, beginning with the text and turning to extrinsic evidence only...

Conversion is the wrongful exercise of dominion over another's personal property inconsistent with their rights.

Corporate separateness is the maintenance of distinct identity among affiliated entities, protecting limited liability.

Course of dealing is a sequence of prior conduct between parties establishing a common basis for interpretation.

De facto merger treats an asset purchase as a merger where the transaction has a combination's substance.

The Defend Trade Secrets Act creates a federal civil cause of action for trade secret misappropriation.

A dissolution claim seeks judicial winding up of an entity on statutory grounds.

A force majeure clause excuses performance when specified extraordinary events beyond a party's control prevent it.

Fraud is a claim based on a knowingly false statement of material fact made to induce reliance, causing damages.

Fraudulent concealment is suppression of a material fact where a duty to disclose existed.

Fraudulent inducement is a claim that misrepresentations induced a party to enter a contract it otherwise would not have.

A fraudulent transfer is a transaction avoidable because it hindered creditors or lacked reasonably equivalent value.

Guaranty enforcement pursues a guarantor for the principal obligor's unpaid obligation.

A hold harmless agreement obligates one party to protect another from specified liability and losses.

The implied covenant of good faith and fair dealing requires parties not to act in ways that deprive the other of the contract's benefits.

Impossibility excuses performance where an unforeseen event makes it objectively impossible to perform.

An indemnification clause requires one party to cover the other's losses, liabilities, and defense costs arising from specified events.

An integration clause states that the written contract is the complete agreement, barring extrinsic evidence of prior terms.

Judgment-proof describes a defendant whose assets are insufficient or exempt, making a judgment uncollectible.

A limitation of liability clause caps or restricts the damages recoverable for breach, often excluding consequential damages entirely.

A liquidated damages clause sets a predetermined damages amount for breach, enforceable if it was a reasonable forecast rather than a penalty.

A material breach is a failure so substantial that it excuses the non-breaching party's remaining performance.

Negligent misrepresentation is a false statement made without reasonable care on which another justifiably relied.

A non-compete restricts competitive activity after a relationship ends, subject to reasonableness and statutory limits.

Officer and director liability holds individuals personally responsible for their own conduct or breaches of duty.

The parol evidence rule bars evidence of prior or contemporaneous agreements that contradict the terms of a fully integrated written contract.

Piercing the corporate veil is the doctrine allowing courts to hold owners personally liable for a corporation's obligations in exceptional circumstances.

A derivative action is brought by a shareholder on the corporation's behalf to remedy harm to the company itself.

Single business enterprise treats affiliated entities as one where they operate as an integrated business.

Substantial performance permits recovery on a contract despite minor deviations, reduced by the cost of correction.

Successor liability holds a company that acquired another's assets responsible for the predecessor's obligations in defined circumstances.

Tortious interference with contract is a claim that a defendant intentionally and improperly caused a third party to breach a contract with the plaintiff.

Interference with prospective advantage is a claim for disrupting a probable business relationship not yet reduced to contract.

Trade secret misappropriation is the acquisition, disclosure, or use of confidential business information obtained through improper means or breach of a duty.

Unfair competition covers deceptive or improper business practices harming a competitor or consumers.

Unjust enrichment is an equitable claim to recover a benefit conferred that the recipient would be unjust to retain.