Unenforceable provisions: Overview, definition, and example
What are unenforceable provisions?
Unenforceable provisions refer to specific terms or clauses within a contract that are invalid and cannot be legally enforced by a court. This can occur for various reasons, such as if the provision violates the law, public policy, or is overly vague or ambiguous. Even if both parties agree to the unenforceable provision, a court may refuse to uphold it if it contradicts existing legal standards or ethical practices.
For example, a contract clause that requires one party to commit an illegal act would be unenforceable. Similarly, an overly broad non-compete clause that restricts a person from working in an entire industry may be deemed unenforceable due to its unreasonable scope.
Why are unenforceable provisions important?
Unenforceable provisions are important because they help ensure that contracts comply with applicable laws and regulations. If an agreement includes unenforceable provisions, it can undermine the entire contract, potentially leaving one or both parties at a disadvantage. Identifying and removing such provisions before signing a contract can prevent legal issues or disputes down the line. For businesses, understanding which provisions may be unenforceable helps avoid costly litigation and ensures that contracts are legally sound.
Understanding unenforceable provisions through an example
Imagine a company enters into a contract with an employee that includes a non-compete clause stating that the employee cannot work anywhere in the world for a period of 10 years after leaving the company. This provision may be unenforceable in many jurisdictions, as the time and geographical scope are likely considered excessive and unreasonable.
In another example, a contract might stipulate that one party will pay an illegal bribe to the other. This provision would be unenforceable because it violates public policy and law, making it void in the eyes of the court.
An example of an unenforceable provisions clause
Here’s how an unenforceable provisions clause might appear in a contract:
“If any provision of this Agreement is found to be unenforceable or invalid by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the unenforceable provision shall be modified to the extent necessary to make it enforceable.”
Conclusion
Unenforceable provisions are terms in a contract that cannot be legally upheld due to conflict with law or public policy. It’s crucial for businesses and individuals to ensure their contracts are free of such provisions to avoid legal challenges or unenforceability. Including a clause that addresses unenforceable provisions can help preserve the validity of the remaining terms and maintain the integrity of the agreement.
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.