TrifleA matter so trivial that it can be ignored.
TrustAn equitable obligation under which a trustee
holds ownership of property for the benefit of one or
more beneficiaries.
TrusteeA person who holds property on trust for a
beneficiary.
Uberrimae fideiOf the utmost good faith.
Ultra viresAn act which a company’s objects clause
did not permit the company to do.
Unascertained goodsGoods which are not
identified and agreed upon at the time a contract of
sale is made. Contrasted with specific goods.
Undisclosed agencyAgency which arises when
an agent with actual authority acts on behalf of
a principal, and the third party dealing with the
agent does not know that the agent is acting for a
principal.
Undue influenceImproper influence which
persuades a person to make a contract. A contract
made because of undue influence is voidable.
Unfair dismissalA statutory remedy available to
employees who are unfairly dismissed.
Unilateral contractA contract in which the offeror
promises to be bound if the offeree performs a
specified act, and the offeree accepts by performing
the act.
Unlimited companyA private company in which
the liability of the members for the debts of the
company is not limited.
Unpaid sellerA seller of goods who has not been
paid or offered the whole of the purchase price of
the goods.
Unsecured creditorA creditor who has taken no
security for a debt.
Vertical effectEU law which can be relied upon by
an individual only to sue the State, or an emanation
of the State. It cannot be relied upon to sue another
individual. See also horizontal effect.
Vicarious liabilityThe liability of employers for
torts committed by their employees during the
course of their employment.VoidA void contract is a contract which never
comes into existence, even though the parties have
tried to form a contract. Contracts can be rendered
void if their purpose is illegal, or if the parties make
certain types of mistake when forming the contract.
VoidableA voidable contract is one which can be
avoided or rescinded. Until the contract is avoided it
has legal effect.
Volenti non fit injuriaA defence to an action in
tort, whereby the defendant shows that the claimant
voluntarily assumed the risk which caused his
injury.
Voting rightsIn relation to company shares,
shares which carry the right to vote at a meeting
of company members. Non-voting shares have no
such right.
WaiverThe voluntarily giving up of a right, which
then becomes lost.
WarrantyA term of a contract, breach of which
gives a right to damages but no right to terminate
the contract. A term is a warranty if, when the
contract was made, it was considered not to go to
the root of the contract. Some statutory terms are
also labelled warranties. Contrasted with conditions.
Warranty of authorityIn agency, an untrue
representation made by an agent to a third party,
to the effect that the agent has authority to act for a
principal.
Winding up (of a company, LLP or partnership)
The ending of the existence of a company, an LLP
or a partnership, when its debts are paid and any
surplus assets are divided amongst the owners of
the business. In the case of companies and LLPs,
also known as liquidation.
Written resolutionA resolution of a private
company which is passed by the required majority
of shareholders signing it, rather than by a vote at a
company meeting.
Wrongful dismissalA claim in contract by an
employee who has been dismissed without having
been given the period of notice to which his contract
entitled him.464 GlossaryZ01_MACI4097_03_SE_GLOSS.QXD 1/31/11 3:01 PM Page 464