the invalidity of a clause

When drafting a contract, it is important to ensure that all clauses and provisions are legally valid and enforceable. However, despite best efforts, there may still be instances where a clause is found to be invalid or unenforceable. In such cases, it is important to understand the concept of the validity of a contract not being affected by the invalidity of a clause.

This principle is based on the idea that a contract is a legally binding agreement that is made up of multiple clauses. Each clause serves a specific purpose and while one clause may be invalid, it does not necessarily mean that the entire contract is invalid. The idea is that the invalid clause can be severed or removed while the remaining valid clauses remain enforceable.

For instance, let’s say that you signed a contract with a service provider that contained a clause that said you cannot sue the company for any reason. This clause is known as a “waiver of liability” clause and may be deemed invalid by a court if it is found to be unfair or unreasonable. However, the invalidity of this particular clause does not necessarily mean that the entire contract is invalid. The rest of the contract may still be legally valid and enforceable.

It is important to note that the validity of a contract not being affected by the invalidity of a clause only applies if the remaining clauses are capable of being performed without the invalid clause. In some cases, the invalid clause may be so fundamental to the contract that the entire agreement becomes void and unenforceable.

In addition to ensuring that all clauses are legally valid, it is important to include a “severability clause” in the contract. This clause essentially states that if one clause is found to be invalid, the other clauses will remain in effect. This protects both parties in the event that a clause is found to be invalid, as it ensures that the rest of the contract can still be enforced.

In summary, the validity of a contract is not affected by the invalidity of a clause. This principle allows for the remaining valid clauses to still be enforceable, provided that they can still be performed without the invalid clause. To ensure that a contract remains valid even if one clause is found to be invalid, it is important to include a severability clause.