Severability of provisions: Overview, definition and example
What is severability of provisions?
Severability of provisions refers to a clause in a contract that ensures the remaining terms of the agreement remain valid and enforceable even if one or more provisions are found to be invalid, illegal, or unenforceable. This clause prevents the entire agreement from being voided due to a single problematic provision.
For example, if a non-compete provision in an employment contract is deemed unenforceable by a court, a severability clause ensures the rest of the contract remains in effect.
Why is severability important?
Severability is important because it protects the integrity and enforceability of a contract. Without a severability clause, a single invalid or unenforceable provision could jeopardize the entire agreement, potentially causing significant legal and financial consequences for the parties involved.
By including a severability clause, parties ensure that the contract’s primary purpose is preserved, even if specific provisions require modification or removal.
Understanding severability through an example
A partnership agreement includes a severability clause. One provision in the agreement imposes an interest rate that exceeds the legal limit. A court rules that the provision is unenforceable, but the severability clause allows the rest of the agreement, including the partnership terms and profit-sharing arrangement, to remain valid and enforceable.
An 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, such provision shall be deemed modified to the extent necessary to make it enforceable, or, if modification is not possible, severed from this Agreement. The remaining provisions shall continue in full force and effect.”
Conclusion
Severability of provisions is a critical component of contracts, ensuring that agreements remain enforceable and functional even when specific terms are invalidated. By including a severability clause, parties can protect the agreement’s overall purpose and avoid unnecessary disputes. A well-drafted severability clause provides stability and resilience to contractual relationships.
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.