Legal Definitions - Unenforceable

An unenforceablecontract or provision is one that a court will not compel parties to perform, nor will it award damages if one party fails to uphold their end, even though the contract itself might be considered legally valid. This means that while the agreement exists and the parties could choose to follow it voluntarily, a court will not step in to force compliance or provide a remedy for a breach. Reasons for a contract being unenforceable often relate to public policy, fairness, or the impracticality of judicial oversight.

Here are some examples:

• Example 1: Agreement for an Illegal Act

  Imagine two individuals sign a contract where one agrees to pay the other $500 to illegally dump hazardous waste on a vacant lot. If the person who was supposed to dump the waste fails to do so, the other party cannot sue them in court to force them to perform the act or to recover the $500. The contract is unenforceable because its purpose is illegal and against public policy.

• Example 2: Overly Vague Terms

  Consider a written agreement between a software developer and a startup founder stating that the developer will "help the founder achieve their dreams" in exchange for "a fair share of future success." If the developer later feels they haven't received a "fair share," a court would likely find this contract unenforceable. The terms "achieve dreams" and "fair share of future success" are too vague and subjective for a court to interpret and enforce specific performance or calculate damages.

• Example 3: Unreasonable Non-Compete Clause

  An employment contract for a junior marketing assistant includes a clause stating that if they leave the company, they are prohibited from working for any competitor in the marketing industry, anywhere in the world, for the next 25 years. While the rest of the employment contract is valid, this specific non-compete clause would likely be deemed unenforceable by a court. It is considered overly broad and unreasonable, as it severely restricts the individual's ability to earn a living and is not proportionate to protecting the employer's legitimate business interests. A court would likely strike down this specific clause, even if the rest of the contract remains in effect.