Severability in contract law allows invalid or unenforceable aspects of a contract to be separated, while the rest remains valid. A severability clause is necessary to protect the integrity of the contract, and it’s best to address problematic clauses before signing. This concept is useful in contracts with non-compete clauses and trade secrets.
Severability is a concept in contract law that allows individuals to separate the components of a contract so that in the event that one aspect is deemed unenforceable or invalid, the remainder of the contract is unaffected. To invoke severability, a contract must specifically include a severability clause stating that the invalidity or unenforceability of some section of a contract does not render the entire contract void.
If an entire contract is invalid, unenforceable, or illegal, including a severability clause it still won’t compel someone to comply with the contract. However, in situations where a binding contract contains unenforceable or invalid elements, a severability clause may be used to protect the integrity of the rest of the contract. Without this clause, if someone challenges the contract based on the problematic inclusions, the entire contract could be void.
Most contracts have a severability clause. The language of these clauses varies slightly, depending on the taste of who drafted the contract. It’s also important to note that if someone spots a clause in a contract that appears to be problematic, it’s best to point it out before signing the contract, rather than after. It may be possible to change or remove the clause, and people should absolutely not count on using those clauses to challenge the validity of an entire contract in the future.
While contract writers don’t intend to include clauses that aren’t legal or cannot be enforced, sometimes it happens by mistake, or sometimes the language in a clause can be interpreted in different ways. Including a severability clause is an effective way of providing a hedge in the event of such a situation to ensure that the remainder of the contract remains in effect even if a single clause becomes invalid.
An example of a situation where separability can become important is in contracts people sign when starting a new job. Such contracts sometimes include a non-compete clause along with other clauses requiring people to hide trade secrets. It may later be established that the non-compete clause cannot be enforced, but the contract is still valid due to a severability clause, so the signatory is contractually obliged to keep trade secrets, as this clause of the contract is perfectly legal.
Protect your devices with Threat Protection by NordVPN
