Agreement severable: Overview, definition, and example
What is an agreement severable?
An agreement is considered "severable" when its terms or provisions can be separated or removed without invalidating the entire contract. This means that if one part of the agreement is found to be unenforceable, illegal, or void, the remaining portions of the contract can still stand and be enforceable. Severability clauses are commonly included in contracts to clarify that the agreement will continue to be valid even if some parts are struck down by a court.
For example, if a contract has a provision that is deemed illegal or unenforceable, the severability clause allows the rest of the agreement to remain intact and in effect.
Why is an agreement severable important?
An agreement severable is important because it protects the integrity of the contract as a whole. By including a severability clause, parties can ensure that the contract does not become entirely void or unenforceable due to one problematic provision. This provides stability and reassurance for both parties, as they can still rely on the other valid terms of the contract even if a single clause is challenged or struck down.
For businesses, having a severable agreement reduces the risk that the entire contract will be invalidated due to a minor issue or dispute, providing a level of legal protection. For individuals or parties entering into contracts, a severability clause ensures that if one part of the contract is unenforceable, the rest of the terms can still be relied upon.
Understanding an agreement severable through an example
Imagine a contract for the sale of goods that includes a non-compete clause. If the non-compete clause is found to be overly broad or unenforceable, the severability clause allows the rest of the contract (such as the terms of the sale) to remain valid and enforceable. The invalid non-compete clause can simply be removed without affecting the overall transaction.
In another example, a rental agreement contains a provision that mandates the tenant to use the property for a specific purpose. If a court finds that this provision is unreasonable or illegal, the severability clause ensures that the rest of the rental agreement, including rent payments and maintenance obligations, will still be valid and enforceable.
Example of a severability clause
Here’s how a severability clause might appear in a contract:
"If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect. The unenforceable provision shall be modified or replaced to the extent necessary to make it enforceable, while preserving the intent of the Agreement."
Conclusion
An agreement that is severable provides flexibility and security, ensuring that the entire contract is not rendered void due to one unenforceable or problematic provision. Severability clauses are an essential safeguard in contracts, allowing the rest of the agreement to remain intact and enforceable despite challenges to certain terms.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.