Severability: Definition, 2 Key Parts To Clauses, And Examples

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Understanding Severability: Definition, 2 Key Parts to Clauses, and Examples

When it comes to legal matters, understanding the intricacies of various clauses and provisions can be quite daunting. One such concept that often arises in contracts and agreements is severability. But what exactly is severability, and how does it affect the enforceability of a contract? In this article, we will delve into the definition of severability, explore its two key parts to clauses, and provide real-life examples to help demystify this important legal term.

What is Severability?

Severability, in simple terms, refers to the legal principle that allows specific provisions or clauses within a contract to be treated as independent and enforceable, even if other parts of the contract are found to be invalid or unenforceable. This means that if one part of a contract is deemed illegal or is struck down by a court, the remaining provisions can still remain intact, ensuring that the agreement as a whole can still be enforced.

The Two Key Parts to Severability Clauses:

Severability clauses are common in contracts to provide protection and clarity in the event that certain provisions are deemed unenforceable. Here are the two key components that are typically included in severability clauses:

1. Savings Clause:

A savings clause, also known as a general savings provision or a severability provision, explicitly states that if any part of the contract is found to be invalid, illegal, or unenforceable, it will not affect the validity or enforceability of the remaining provisions. This clause acts as a safeguard, ensuring that the intent of the parties is still preserved, even if certain aspects of the contract are deemed void.

2. Partial Invalidity Clause:

A partial invalidity clause, also known as a blue-pencil clause or a non-severability clause, states that if a provision of the contract is found to be invalid, illegal, or unenforceable, the entire contract as a whole will become void. Unlike a severability clause, a partial invalidity clause does not allow for the enforcement of the remaining provisions in the event of one provision’s failure.

Real-life Examples of Severability:

Let’s explore a couple of examples to better understand how severability functions in real-life scenarios:

Example 1: Employment Agreement

An employment agreement includes various provisions such as non-compete clauses, non-disclosure agreements, and confidentiality provisions. If a court determines that the non-compete clause is overly restrictive and unenforceable, a severability clause within the agreement would ensure that the remaining provisions, such as non-disclosure and confidentiality, can still be enforced, even if the non-compete clause is struck down.

Example 2: Lease Agreement

A lease agreement for a commercial property includes provisions related to rent payment, maintenance, and dispute resolution. If a court finds that the dispute resolution clause is invalid due to procedural defects, a severability clause would enable the remaining provisions, such as rent payment and maintenance obligations, to remain enforceable, even if the dispute resolution clause is considered unenforceable.

By understanding the concept of severability and the two key parts to clauses, individuals and businesses can ensure their contracts provide flexibility and protection in case of any legal challenges. Severability clauses are crucial in ensuring that an entire contract is not invalidated due to the failure of one provision, offering peace of mind and legal security to all parties involved.

Disclaimer: This article is for informational purposes only and does not constitute legal advice. It is always recommended to consult with a qualified attorney for specific legal guidance related to your situation.