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Contract Law: What is Severability?

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When a contract is breached, it is generally assumed to be “void.” In other words, the breach of a contract by one party often frees the counterparty to get out of the deal and pursue available remedies. However, the reality can be more complicated. In some cases, contracts are “severable.” Severability is a legal concept that allows a larger contract to be split into multiple agreements—meaning a breach of one provision may not render the entire contract void. Here, our Miami contract litigation lawyers explain the key things to understand about severability.

Severability in Contracts: Explained 

In the context of contracts, the Legal Information Institute defines severability as a term used to describe “a contract with two or more agreements that are distinct enough to where the unenforceability or breach of one does not nullify the enforceability of the other.” Put another way, severability ensures that if part of a contract is found to be invalid or unenforceable, the remainder of the agreement can still stand and be executed according to its terms. Severability matters—especially for larger and more comprehensive contracts. Indeed, the legal principle is crucial for protecting the interests of the parties involved in a contract by preserving the validity of the enforceable portions—even if a specific clause is breached or otherwise invalidated.

What Makes a Contract Severable? 

In Florida, business contracts are not automatically presumed to be severable. Without language to the contrary, a contract may not be severable. For this reason, a large number of commercial agreements in Florida will include a specific severability clause. It is a contract term that is designed to ensure that if any part of the contract is breached, deemed unenforceable, or is otherwise ruled invalid, the rest of the agreement could still remain intact and enforceable. The inclusion of a severability clause is a deliberate action by the parties.

Why Severability Matters in Contract 

Severability plays a pivotal role in contracts as it determines the fate of an agreement when parts of it face legal scrutiny. Here is a basic explanation of why it matters so much:

  • Severable Contract: In a severable contract, if a clause specifying certain delivery terms is found unenforceable, the severability clause ensures the rest of the contract, such as payment terms and confidentiality agreements, can remain valid
  • Non Severable Contract: Conversely, in a non-severable contract, if any part is deemed unenforceable, it can jeopardize the entire contract. If one term falls, the entire agreement can be rendered null and void. Of course, this result is not always desirable for the parties.

 Contact Our Miami, FL Contract Litigation Attorneys Today

At Pike & Lustig, LLP, our Miami business litigation lawyers have extensive experience helping clients navigate complex contract disputes. If you have any questions about contract severability, we are here to help. Give us a call now or connect with us online to arrange your confidential initial appointment. From our legal offices in Miami and West Palm Beach, we provide contract litigation representation across South Florida.

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