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In this particular NDA, the company lists its name and states "a non-profit corporation". In reality, they left off the LLC from the company name, and the company has never been designated as a "non-profit". Can this alone cause the NDA to be invalid as there is no non-profit corporation with that name? How would one go about fighting the validity of an NDA?

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    Please clarify your specific problem or provide additional details to highlight exactly what you need. As it's currently written, it's hard to tell exactly what you're asking.
    – Community Bot
    Jan 15, 2022 at 18:43
  • In general, an error in describing a party or an incomplete description, as long as it is clear what party is meant, will not invalidate a contract, such as an NDA. Jan 15, 2022 at 19:02
  • Is the NDA affected by the non-profit status of the company? In other words, if claiming they were a non-profit gave them better terms, it would be different than if the non-profit status doesn't change anything. Jan 15, 2022 at 23:39

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Can this alone cause the NDA to be invalid as there is no non-profit corporation with that name?

No. Contracts or agreements do not intrinsically depend on the veracity of a party's [non-]profit character. Instead, they primarily depend on the parties' common understanding or meeting of the minds.

How would one go about fighting the validity of an NDA?

Strictly speaking, it is about *voiding the NDA rather than challenging it as invalid. In terms of Restatement (Second) of Contracts at §153, you as counterparty would need to prove that the company's representation of being a non-profit entity constituted "a basic assumption on which [you] made the contract [and] has a material effect on the agreed exchanged of performances" (but see also Restatement at §154).

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  • This is not limited to statements of being [non-]profit character, is it? Generally, lying in a contract about who you are, or, even more generally, making a misrepresentation does not on the spot void the contract, does it?
    – Greendrake
    Jan 16, 2022 at 13:34
  • @Greendrake "This is not limited to statements of being [non-]profit character, is it?" No. The principle applies to misrepresentations which are material to the counterparty's decision-making on with whom to enter a contract. Jan 16, 2022 at 13:38

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