1

If a contract contains one invalid clause, it may be thrown out completely. To compensate I've seen severability clauses like

"if a provision is found to be invalid or unenforceable, the remaining provisions will still be in full force and effect".

I've also seen severability clauses like

"if a provision is found to be invalid or unenforceable and limiting it would make it valid and enforceable, then it shall be construed and executed as so limited"

But the two must be combined if they want to sever a clause even if it can't be fixed by limiting:

"if a provision is found to be invalid or unenforceable and limiting it would make it valid and enforceable, then it shall be construed and executed as so limited. If limiting it does not make it valid and enforceable, then it shall be severed from the contract and the remainder will remain in full force and effect."

That's quite the mouthful. Is it equivalent to simply having

This contract will be executed to the full extent of the law

or something like that? Probably don't even need the word "full" in there.

Improve this question
2
  • Dell's Commercial Term's of Sale includes a similar "All other warranties and other terms implied by law are, to the fullest extent permitted by law, excluded from the Agreement.", which in my interpretation just reads as "We will do the least expected thing required of us by law." What is the point of adding this?
    – Steven Jeuris
    Oct 6, 2016 at 18:44
  • Also: "H. Severability. If any provision of this Agreement is found to be void or unenforceable, such provision will be removed or modified to the extent necessary to give effect to the commercial intention of the parties and to comply with the law, and the remainder of this Agreement will remain in full force. "
    – Steven Jeuris
    Oct 6, 2016 at 20:29

0

Reset to default

You must log in to answer this question.

Browse other questions tagged .