General (not jurisdiction-specific)

Concepts that apply broadly; check your own jurisdiction.

  • Discharge

    The ending of a legal obligation. A debt is discharged by payment, by agreement, by a court order such as a bankruptcy discharge, or as provided by statute. Under UCC § 3-601, an obligation to pay a negotiable instrument is discharged as Article 3 states or by an act or agreement that would discharge a simple contract to pay money.

  • Depository Trust Company

    The central securities depository for the United States, founded in 1973 and now a subsidiary of the Depository Trust & Clearing Corporation (DTCC), formed in 1999. DTC holds securities for banks and brokers and settles transfers electronically; its nominee is Cede & Co.

  • De jure

    Latin for “by law.” Describes something that exists by right or by lawful authority, such as a lawfully elected official or a legally established government, as opposed to one that exists only in fact (de facto).

  • De facto

    Latin for “in fact.” Describes something that exists or operates in practice, whether or not it is lawful. The de facto officer doctrine keeps the official acts of a person holding office under color of title valid even if the appointment later proves defective (Ryder v. United States, 515 U.S. 177, 180 (1995)).

  • Conditional acceptance

    In contract law, a response to an offer that agrees only on condition of new or different terms. Under the mirror-image rule it is a counteroffer, not an acceptance, though UCC § 2-207 changes that rule for some sales of goods. In popular “conditional acceptance” letters sent to courts, agencies or lenders, the sender accepts a claim on condition of proof; courts have not treated the recipient’s failure to answer such a letter as an admission.

  • Color of law

    The appearance of legal authority. A person acts “under color of law” when he or she uses power held because of a government position, even if the act goes beyond that power. Depriving someone of federal rights under color of law can lead to a civil suit under 42 U.S.C. § 1983 or federal prosecution under 18 U.S.C. § 242.

  • Code of Federal Regulations

    The official compilation of the general and permanent rules issued by federal agencies, arranged in 50 titles by subject and published by the Office of the Federal Register (44 U.S.C. § 1510). A regulation has the force of law only if Congress authorized it and the agency followed the required procedures.

  • Clean hands

    The equitable principle that a person who has acted unfairly or in bad faith about the matter in dispute cannot obtain relief from a court of equity. The Supreme Court called the maxim “He who comes into equity must come with clean hands” “far more than a mere banality” in Precision Instrument Mfg. Co. v. Automotive Maintenance Machinery Co., 324 U.S. 806, 814 (1945).

  • Cede & Co.

    The nominee name of the Depository Trust Company (DTC). Most U.S. stocks and bonds are registered on issuers’ books in the name of Cede & Co., which holds legal title for DTC’s participating banks and brokers, who in turn hold for their customers. Investors’ interests are protected as security entitlements under UCC Article 8.

  • CUSIP

    A nine-character code that identifies a specific stock, bond or other security in the United States and Canada, used for trading, clearing and settlement. CUSIP numbers are assigned by CUSIP Global Services when a security is issued. They are not assigned to birth certificates, court cases or personal identities.