No impairment of rights: Overview, definition, and example
What is "no impairment of rights"?
"No impairment of rights" is a legal provision that ensures a party’s rights under a contract, agreement, or law remain intact and cannot be restricted, reduced, or negatively affected by another party’s actions. This clause guarantees that contractual or legal rights will continue to be enforceable and protected.
This provision is commonly found in financial agreements, shareholder agreements, and legal contracts where parties want to ensure that their rights—such as payment rights, voting rights, or ownership interests—are not undermined by future changes or decisions.
Why is "no impairment of rights" important?
This clause is important because it protects parties from unexpected changes that could limit their ability to enforce their rights. It prevents one party from taking actions—such as modifying terms, changing corporate structures, or transferring obligations—that could weaken or eliminate the rights of another party.
For example, in a loan agreement, a lender may include a "no impairment of rights" clause to ensure that their ability to collect repayment is not affected by changes in the borrower’s financial structure or management decisions. Without this clause, the borrower might attempt to restructure in a way that limits the lender’s ability to recover funds.
Understanding "no impairment of rights" through an example
Imagine a group of investors holds preferred shares in a company. The shareholder agreement includes a "no impairment of rights" clause that guarantees their voting rights and dividend preferences cannot be changed without their consent.
Later, the company wants to issue new shares that could dilute the investors' voting power. Because of the "no impairment of rights" clause, the company cannot proceed without obtaining approval from the affected investors, ensuring their rights remain protected.
An example of a "no impairment of rights" clause
Here’s an example of how this clause might be written in a contract:
“No provision of this Agreement shall be interpreted or enforced in a manner that impairs, restricts, or diminishes the rights of any Party under this Agreement or any applicable law. Each Party shall retain its full rights and remedies, and no amendment or modification shall be made without the express written consent of all affected Parties.”
Conclusion
The "no impairment of rights" clause ensures that contractual rights remain protected and cannot be unfairly reduced or eliminated. It provides security in agreements, preventing one party from taking actions that could weaken another party’s rights.
Before entering into a contract, review this clause carefully—because safeguarding your rights today can prevent legal conflicts in the future.
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.