In the name of law, we might frequently hear several law terms that are unusual for most people. One of the law terms we might often heard of is invalidity. This term is often being applied in a contract or in other form of law bounded parties document. Therefore, it is mandatory to understand this clause clearly before you are going to take part in a contract.
What is Invalidity Clause?
First, let us take a look at the definition of invalidity clause. The simple definition of invalidity clause can be read as follows “If there is any provision from this contract that is determined to be unenforceable, illegal, or invalid, that determination will not affect the legality or enforceability from the other Agreement’s provision.
the unenforceable, illegal, or invalid provision will be deemed severed from the contract or Agreement. However, the contract document still be enforced as if the contract document does not contain any unenforceable, illegal, or invalid provision.”
From the definition as above, we can conclude that if there is any unenforceable, illegal, or invalid part of the Agreement that is found after the document being signed by both parties, then the problematic provision shall be “segregated” from the Agreement.
Therefore, the problematic provision goes away and other clause of the contract will remain valid. Sometimes, the invalidity clause also contains rule which enables the court to modify the unenforceable, illegal, or invalid provision in the Agreement. Therefore, the provision will be enforceable for both parties again.
The explanation of this invalidity clause definition is “If there is any provision from this contract that is determined to be unenforceable, illegal, or invalid, that determination will not affect the legality or enforceability from the other Agreement’s provision.
the court is allowed to modify the unenforceable, illegal, or invalid clause to the extent necessary in order to make the problematic provision legal, valid and enforceable for both parties.”
Oftenly, the court will not only modify the unenforceable provision to the extent necessary in order to make the provision legal and enforceable only. Rather, this cause the court to modify the provisions to accomplish both parties’ intention.
The Reasons of Why Invalidity Clause is Important
The first thing we should know about law that it is changing and very dynamic. Oftenly, the contracting parties and the attorneys believed that their contract provision was legal, valid and enforceable. But, the provision might be changed in the future because of court decisions or a statute.
This also can be happened since the factual context might change in the future. The alteration of the situation can make the initial acceptable provision becomes unacceptable. However, the difference between an unenforceable and enforceable clause might be blurry for most people.
Therefore, the invalidity clause in the contract of Agreement needs to be embeded in order to avoid the situation. Where the Agreement becomes illegal and unenforceable only because of a minor unenforceable provision.