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| Legal Definitions M-Z
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Our Legal Dictionary is really a series of generalizations. Behind every definition there's an exception waiting to rear its ugly head. Change one small fact and you've changed everything, including, some times, the definition. This is because law is fact specific.
Therefore, the following is for your general education and not the last word on any of the terms.
A | B | C |
D | E | F | G |
H | I | J | K | L |
M | N | O | P |
Q | R | S | T |
U | V |
W | X | Y | Z
Legal Definitions M-Z
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Mediation |
Mediation, unlike
Arbitration, is a nonbinding way to resolve a dispute. The parties usually
have a mediation clause in the contract. In case of a dispute, both sides
sit down with a mediator and try to resolve their differences. The
mediator's decision does not bind the parties. They are free to take their
complaint to court if mediation does not work out. Pay attention to who pays
for mediation under the contract. |
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Minutes |
Minutes are formal notes
from a board or shareholder meeting. State corporate statutes don't vary
much on taking minutes. Most state that a corporation must keep minutes of
its board and shareholder meetings and the statutes usually give certain
people the right to have access to those records (some statutes are a little
looser about "statutory close corporations," but it's a good practice to
take minutes whether the statute gives you leeway or not). What most of the
statutes don't say, is how the minutes are kept. Here's how a lot of
corporations handle it. We'll use a board meeting as an example.
The Chair sets the
meeting agenda by asking the directors if they have items that will be
discussed at the next meeting. Most statutes state that you have to give
notice of the meeting a certain number of days before the meeting and it has
to be in writing. In any case, you somehow get to the meeting and there's
the agenda sitting there. Every board has a Chair that runs the meeting and
a Secretary that's supposed to take the minutes. Here's the thing, the
Secretary of the board is a member of the board and often has an ego problem
about taking minutes, so some boards have their lawyer take the minutes or
an administrative assistant or another member of the board who doesn't have
a problem about taking minutes. Good old fashioned sexism still exists and
nine chances out of ten it will be a female member of the board taking the
minutes. Try to break the stereotype because it's really quite boring. Of
course, it's always better to have someone take the minutes who's obligated
to keep his mouth shut about the proceedings (i.e. another board member or a
lawyer) as there's lots of confidential stuff discussed at board meetings.
The Chair goes through
each agenda item and someone present takes notes. Now, in order for the
meeting to be valid, you have to have a "quorum" present. A quorum is the
number of people set in the statute or bylaws that has to be present for
business to be conducted. Generally, it's at least half of the board or
shareholders. It's dictated by statute; don't be afraid to look it up.
The minutes themselves
are outlines of the proceedings. They're NOT detailed. You start by writing
the name of the company at the top of the document and the type of minutes
(e.g. "Minutes of a Meeting of the Board of Directors"). You state the time,
place, and date of the meeting and who was present and whether they were a
member of the board (or a shareholder depending on the type of meeting). You
don't say that Bob and Terry argued and that Bob said blah blah blah and
Terry countered with yak yak yak. You don't state how many people voted on a
particular agenda item either, but rather what the resolution was that was
proposed and whether it was passed or rejected. The minutes are then
reviewed at the next meeting and the board passes a resolution accepting the
minutes from the last meeting (which goes into the present meeting's
minutes) and the Secretary signs the minutes and they're put into the
corporation's minute book.
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Non-Custodial Parent |
Non-custodial parent is a
term often used in child custody statutes (each statute is different state
to state). When parents of a child divorce or separate, the court will often
determine which parent has legal custody of the child. The parent who does
not have custody of the child is the "non-custodial parent. " To have
"custody" of a child usually means a court has awarded you the control,
maintenance, and care of a child. The parent with custody gets to determine
important decisions in the child's life such as education, medical care,
socialization, and so forth. A non-custodial parent may have rights to visit
and see the child, but does not have the same rights as the custodial parent
with regard to caring, controling, and maintaining the child. The court also
has the option of granting joint custody of the child, in which case both
parents share custody (i.e. care, control, and maintenance) of the child.
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Novation |
A novation is a
substition made in a contract. In the area of
debtor/creditor law, there are three main types: 1. Where you substitute the
original debtor for a new one (and often times extinguish the obligation of
the original debtor); 2. Where the debtor and creditor remain the same but a
new debt replaces the old debt; and 3. Where a new creditor is substituted
for the old creditor. To have a proper novation, you need to have a valid
contract in the first place, all the parties agreement to the new contract,
termination of the old contract, and validation of the new one. These, of
course, like all of our definitions, are wild generalities, but you get the
idea of novation. |
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Perpetuities, The Rule
Against |
We included this
definition to make the odd lawyer feel at home whilst searching our
dictionary, however, we refuse to define it. It's here for comfort purposes
only. |
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Person |
Under the law, a person
may be a human being, a partnership, a corporation, an association, a labor
organization, a legal representative, a trustee, a receiver, or other
body. Statutes that mention persons, then, include much more than one would
normally expect from general usage of the word persons. |
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Power of Attorney |
A power of attorney is a
signed written instrument where one person gives another person the
authority to perform certain acts on his or her behalf. The power of
attorney may be general (full power to act on behalf of the person) or
special (limited to certain specified acts). The power of attorney is
revoked on the death of the person granting the power. This may seem
obvious, but sometimes people attempt to act on the behalf of others after
death. |
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Power of Attorney for
Finances |
A power of attorney for
finances is a limited power of attorney. It allows the person who has it to
handle the financial affairs of the person granting the power. |
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Pro Bono |
Pro Bono is Latin "for
the good. " What it means is legal services that are performed free of
charge. It's an important term because all lawyers should do some pro bono
work. The theory is that practicing law is a privilage and that lawyers
should give back to the community. That means performing some legal services
for people who don't have the money to pay for those services. |
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Property |
Property is everything
subject to ownership. There are two general categories of property under the
law: 1) real property, and 2) personal property. Real property is land and
those things that are attached to it. Personal property is everything
else. There are many types of property. There's property you can touch like
a car and intangible property like a trademark or a copyright. It's
important to remember that when you're buying or selling property you're
usually not just buying or selling one thing, but a series of rights. Know
which rights you are selling or you may end up selling all of your rights
away. It is common for artists to blindly sell away all of their
rights. Know what you're selling! |
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Ratione |
Ratione is the Latin term
for "by reason of. " So if you have the term "Ratione tenure," it would mean
by reason of tenure. "Rationes" plural is an old term for the pleadings in a
lawsuit. |
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Service of Process |
Service of process is the
delivery of certain legal documents such as a complaint or summons. The idea
behind service of process in litigation is to put the person on notice that
they're being sued. The type of service that is proper depends on the
case. In some cases, the statute says you have to deliver the notice by
hand, in others publishing it in the newspaper is enough. Like so many
things in the law, it depends on the circumstances of the particular case.
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Subpoena |
A subpoena is a court
order for a person to appear in court or another given location to
testify. The person who is supposed to testify must be served with the
subpoena. |
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Subpoena |
A subpoena is a court
order for a person to appear in court or another given location to
testify. The person who is supposed to testify must be served with the
subpoena. |
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Summary Conviction |
A summary conviction is
usually a conviction for a minor misdemeanor (a crime of a much less serious
nature). A summary conviction normally comes after a person has had a trial
without a jury before a court or a magistrate. The precise definition of a
summary conviction will vary according to state or federal statute.
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Trust |
There are so many
definitions of the term "trust" that we could write volumes and they'd all
be in different areas of the law. Here are a couple of primary ones. A
"trust" in trust and estates law is a legal entity that someone sets up for
named beneficiaries in a written document that complies with the state's
trust laws. Some of the main elements of a trust are: 1. named beneficiareis
(people or groups that get the property), 2. a trustee to care for the
trust, 3. property identified in the trust document, 4. delivery of title to
the property into the trust (this is the one the people often forget, to
actually transfer their property into the name of the trust). A trust in
estate planning is essentially a way to avoid probate (going to court) when
you die. It's a relatively easy way to pass on property and it's private so
the public doesn't have access to information about your assets like they do
if you leave a will and your estate goes through probate. A trust can be a
powerful tool for planned giving to charities (because of certain tax
benefits). Another definition of "trust"
in the securities area of the law is when companies get together to create a
monopoly that can interefere with free trade and especially the price of a
given product or service. Like we said, there are many many different types
of trusts. These are simply two tiny examples. |
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Unhappy Shareholder |
Unhappiness is a state
almost all shareholders experience at one juncture or another. This is
especially true for shareholders in a private company--that is, a
corporation that is owned by private individuals (the general public cannot
buy into the company), because there are lots of ways for other shareholders
to diminish another shareholder's power, squeeze them out of profits,
terminate their employment, and so on and so on. Some people who own stock
in a private (and public) corporation are shocked to find that the board of
directors doesn't have to declare dividends and that the officers of the
corporation can suck all the profits out of the company through high
salaries and that there's no marketplace for their shares. This is why it is
very important to have a well written shareholders agreement that defines
the rights and the obligations of the parties and will normally provide some
sort of out clause that will enable an unhappy shareholder to receive some
sort of value for his or her shares. Other terms for "unhappy shareholder"
are: ticked, peeved, put out, pissed off, and rancorous shareholder. |
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