Partial unenforceability: Overview, definition, and example
What is partial unenforceability?
Partial unenforceability occurs when a portion of a contract or agreement is found to be unenforceable, while the rest of the contract remains valid and enforceable. This can happen if certain terms or clauses are deemed illegal, void, or against public policy, but the rest of the contract still holds. In such cases, the unenforceable portion is removed or modified, and the remaining provisions continue to be in effect. Partial unenforceability ensures that a contract does not become entirely invalid due to one problematic clause.
Why is partial unenforceability important?
Partial unenforceability is important because it allows contracts to remain intact even if one part is invalid. This avoids the need to completely rewrite or abandon a contract because of one unenforceable provision. It offers flexibility and ensures that the core purpose and valid terms of the contract are preserved, allowing both parties to still benefit from the agreement. It also helps in maintaining fairness and preventing an unfair outcome due to the invalidity of a single provision.
Understanding partial unenforceability through an example
Imagine a business contract that includes a non-compete clause that is overly broad or restrictive. A court might rule that the non-compete clause is unenforceable because it unfairly limits the employee’s ability to work in their field. However, the rest of the contract, such as payment terms or confidentiality clauses, might still be enforceable. In this case, the non-compete clause is removed, but the rest of the contract remains valid.
In another example, a lease agreement may contain a clause that imposes an illegal fee on the tenant. The court may rule that this specific clause is unenforceable, but the rest of the lease, including the rent and duration terms, will still stand.
An example of a partial unenforceability clause
Here’s how a partial unenforceability clause might appear in a contract:
“If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. The unenforceable provision shall be modified or removed to the extent necessary to make the Agreement valid and enforceable.”
Conclusion
Partial unenforceability allows contracts to retain their validity and enforceability even when certain provisions are deemed illegal or unenforceable. This principle helps maintain the integrity of agreements, ensuring that they remain effective and fair, while eliminating problematic clauses. It provides flexibility and allows for adjustments to be made to contracts without rendering them entirely void.
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.