So there is a noncompete that I may have signed, but I don't feel the noncompete will be held up in the courts due to it being unreasonable in its restrictions.

Here's the Kicker. There is a clause that says this...

Agreement to Modification of Restrictive Covenants: While the restrictions in sections 1, 2 and 3 are considered by you and the Employer to be reasonable in all of the circumstances as of the date of this Agreement, it is hereby agreed that if any one or more of such restrictions shall be judged to be void as going beyond what is reasonable in all of the circumstances for the protection of the interests of the Employer, but would be valid if part of the wording thereof were deleted or the period thereof reduced or the range of activities covered thereby reduced in scope, the said reduction shall be deemed to apply with such modifications as may be necessary to make them valid and effective and any such modification shall not thereby affect the validity of any other restriction contained in this Agreement.

Basically saying if a judge says something else would have been reasonable, that the contract will now reflect that terms instead of the voided term. Is it legal to basically have a clause that rewrites the contract?

1 Answer 1


Yes, this is a very common use of a "reading down" provision used in lots of contracts, albeit worded in an unusually clumsy way.

  • 2
    If a contract says you have to pay me $10, but a court finds that more than $8 is excessive, surely the fairest thing to do is to make it $8, not zero. Commented May 31, 2016 at 9:15
  • 1
    @DavidSchwartz this is a site about the law, look at a gaming site for fairness :-). Anyway a without such a provision a court would not say make it $8 or $0 it would say "Your contract is void and unenforceable, go away"
    – Dale M
    Commented May 31, 2016 at 20:23
  • Not so. See this article -- "[C]ourts routinely ... reform covenants that are not reasonable. The blue pencil doctrine gives courts the authority to either strike unreasonable clauses from a noncompete agreement ... or actually modify the agreement to reflect the terms that the parties could have ... agreed to." Commented May 31, 2016 at 21:02
  • @DavidSchwartz surely the presence of the reading down provision makes it more likely for the court to take the latter approach instead of the former.
    – phoog
    Commented Jun 4, 2016 at 16:35
  • @phoog I would think so. Also, it's always a good idea to make explicit what your understanding of a contract is in the contract. Commented Jun 4, 2016 at 20:56

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