Inapplicable provisions: Overview, definition, and example
What are inapplicable provisions?
Inapplicable provisions are clauses or terms in a contract or agreement that, due to certain circumstances, do not apply or are not relevant to the parties involved. These provisions may be rendered void or irrelevant because they contradict other terms, are superseded by law, or do not apply to the specific situation, jurisdiction, or parties in the agreement. Often, contracts will include language that specifies certain provisions are inapplicable under particular conditions, ensuring that the contract remains enforceable even if certain terms cannot be applied.
For example, a contract may contain a provision that applies only in certain states or regions, and if the contract is executed in a different jurisdiction, that provision may become inapplicable.
Why are inapplicable provisions important?
Inapplicable provisions are important because they help ensure that contracts remain flexible and legally compliant. If a provision is found to be irrelevant or unenforceable, acknowledging it as inapplicable allows the contract to be adjusted without invalidating the entire agreement. This ensures that the essential aspects of the contract remain enforceable, and the parties involved can avoid disputes or confusion about terms that do not apply. Inapplicable provisions also help prevent future litigation, as they clarify areas where terms are not meant to be enforced.
For businesses, identifying inapplicable provisions ahead of time allows for the customization of contracts to suit specific needs or regulatory environments, minimizing legal risk.
Understanding inapplicable provisions through an example
Imagine a contract between two companies that includes a provision about sales tax, stating that the buyer will cover any applicable sales tax in the state of California. However, the contract is executed in Nevada, where the sales tax rate or rules are different. The provision regarding sales tax in California would be deemed inapplicable, as it does not apply in Nevada. Instead, the applicable provisions regarding tax responsibilities in Nevada would govern the agreement.
In another example, a lease agreement might contain a clause about the responsibility for maintenance of exterior property, but the clause may not apply if the tenant is leasing a fully serviced apartment where exterior maintenance is handled by the landlord.
An example of an inapplicable provisions clause
Here’s how an inapplicable provisions clause might appear in a contract:
“In the event that any provision of this Agreement is found to be inapplicable, unenforceable, or contrary to the laws of the jurisdiction in which this Agreement is executed, such provision shall be deemed void. The remainder of the Agreement shall remain in full force and effect.”
Conclusion
Inapplicable provisions are terms in a contract that do not apply due to certain conditions, legal requirements, or the specifics of the situation or jurisdiction. Acknowledging inapplicable provisions ensures that the contract remains flexible, enforceable, and compliant with relevant laws, while avoiding unnecessary complications or disputes. By addressing inapplicable provisions, contracts can be adapted to better suit the parties’ needs and regulatory environments, providing clarity and legal protection.
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.