What does &quot;severability&quot; mean in the following context? Parties A and B signed a contract governed by New York law. There were three &quot;conditions precedent&quot; for the contract to take place.None of these conditions precedent had been fulfilled on the signing date, but the contract gave the parties a customary seven days to &quot;true&quot; these conditions. Seven days passed and the three conditions precedent remained unfulfilled. There is a &quot;severability&quot; clause in the contract. The text reads &quot;If one or more provisions of this agreement is found unenforceable under applicable law, the balance of the agreement shall be interpreted as if such provision were excluded, and shall be enforceable in accordance with its terms.&quot; Does the lack of fulfillment of the &quot;conditions precedent&quot; mean that there is no contract? Or does &quot;severability&quot; mean that the rest of the contract is enforceable even though the key terms and preconditions have not been met?
A severability clause means that any clause in the contract which is itself illegal, or which would make the contract illegal, or otherwise cannot be enforced according to the relevant law, is instead excluded from the contract as if it didn't exist. This is an extremely common clause, especially where the contract is used in the same form across multiple jurisdictions. The law of these jurisdictions may differ e.g. in the ability for consumers to opt out of class action against harmful effects or for companies to provide no guarantee of longevity in a product. This clause does not change the prerequisites, requirements, rights or obligations under the contract. The conditions must still be met for the remaining terms to have force.
The question somewhat misstates the concept of estoppel in a legal sense. Estoppel does not mean that one is prevented from changing one's opinion. Estoppel means that when one gives a third party cause to rely on one's position, by word or conduct, one cannot then adopt an altered position and use it to legally attack that third party. For example, if one has invited a person onto one's land, one cannot turn around and sue them for trespass. In the case in the question, the Board hired counsel to give them an opinion, which was given. Two years later, a contrary opinion was offered, along with a recommendation for action, which was not followed. No third party was induced to rely on either opinion to its detriment. No estoppel seems relevant. And by the way estoppel is an equitable defense that would be raised by the third party, not unlike the defense of "clean hands". If the board acted on the first advice to its detriment, and thinks that their counsel was negligent in not having gotten the advice correct the first time, they might possibly have a case for legal malpractice, but only if they can get experts (other lawyers) to say that their counsel was in fact negligent , and also prove that this did in fact harm them. If they didn't act on the advice, harms seems less likely, although the details would matter a lot.
The CEO, with his lawyer have tried to convince me that this only apply to current client and any past clients that I have work on. Is this true? No. It will be true only if they make that clarification in the clause or a properly added amendment. The clause currently has no indication that it is limited to "current client and any past clients that [you] have work[ed] on". The CEO's &amp; lawyer's refusal to amend the clause so as to make it consistent with their attempts [to persuade you] would be a red flag. Their inconsistent representations to you suggest that they are not planning to honor the covenant of good faith on which all contracts are premised. Should I expect the CEO to offer a fair contract or is this something you read and negotiate? You should require a contract that seems fair to you. And by "to you" I mean that it has to be in line with your expectations regardless of the average conditions in the labor market. Negotiations are not binding. They are merely a preamble to a contract, and that contract is binding. This is why you should reject a contract that falls short of your requirements. Some clauses are unlawful and/or void and unenforceable as unconscionable or for contravening legislation (unlawful clauses can and do arise even if drafted by attorneys). Thus, although you might not have to worry about those clauses in particular, the company's mere attempt to include them in a contract should alert you of the high risk of ending up with other abusive terms &amp; conditions which are binding and enforceable nonetheless.
Some jurisdictions provide for statutory warranties on fitness and merchantability of goods. The effect of these exclusion clauses will vary between jurisdictions, so I will briefly examine two different effects of law with respect to supply of goods. For the United States, certain warranties are implied in the sale of a product, provided for in the Uniform Commercial Code § 2-314, (1) Unless excluded or modified (Section 2-316), a warranty that the goods shall be merchantable is implied in a contract for their sale if the seller is a merchantwith respect to goods of that kind. Under this section the serving for value of food or drink to be consumed either on the premises or elsewhere is a sale. (2) Goods to be merchantable must be at least such as (a) pass without objection in the trade under the contract description; and (b) in the case of fungible goods, are of fair average quality within the description; and (c) are fit for the ordinary purposes for which such goods are used; and (d) run, within the variations permitted by the agreement, of even kind, quality and quantity within each unit and among all units involved; and (e) are adequately contained, packaged, and labeled as the agreement may require; and (f) conform to the promise or affirmations of fact made on the container or label if any. (3) Unless excluded or modified (Section 2-316) other implied warranties may arise from course of dealing or usage of trade. The Uniform Commercial Code § 2-315 states that: Where the seller at the time of contracting has reason to know any particular purpose for which the goods are required and that the buyer is relying on the seller's skill or judgment to select or furnish suitable goods, there is unless excluded or modified under the next section an implied warranty that the goods shall be fit for such purpose. This means that the warranties in § 2-314 will generally apply to products that are sold, unless excluded as per § 2-316 UCC § 2-316 (2) Subject to subsection (3), to exclude or modify the implied warranty of merchantability or any part of it the language must mention merchantability and in case of a writing must be conspicuous, and to exclude or modify any implied warranty of fitness the exclusion must be by a writing and conspicuous. Licenses that specifically exclude implied warranty are sanctioned by the UCC, and therefore would be considered in the United States. UCC §2-106 defines a sale as passing of title from the seller to the buyer for a price. States may have additional laws that may affect the interpretation of the UCC. For example, Ark.Code Ann. § 4–1–201(32): (29) "Purchase" means taking by sale, lease, discount, negotiation, mortgage, pledge, lien, security interest, issue or reissue, gift, or any other voluntary transaction creating an interest in property. However, Neuhoff v. Marvin Lumber and Cedar Co., 370 F.3d 197 (1st Cir.2004) held that windows provided free of charge to replace defective windows did not come with implied warranty. However, not all jurisdictions allow the exclusion of implied warranty. For instance, consider Australian Consumer Law. (Part 3-2, Division 1): 54 Guarantee as to acceptable quality (1) If: (a) a person supplies, in trade or commerce, goods to a consumer; and (b) the supply does not occur by way of sale by auction; there is a guarantee that the goods are of acceptable quality. (2) Goods are of acceptable quality if they are as: (a) fit for all the purposes for which goods of that kind are commonly supplied; and (b) acceptable in appearance and finish; and (c) free from defects; and (d) safe; and (e) durable; as a reasonable consumer fully acquainted with the state and condition of the goods (including any hidden defects of the goods), would regard as acceptable having regard to the matters in subsection (3). 64 Guarantees not to be excluded etc. by contract (1) A term of a contract (including a term that is not set out in the contract but is incorporated in the contract by another term of the contract) is void to the extent that the term purports to exclude, restrict or modify, or has the effect of excluding, restricting or modifying: (a) the application of all or any of the provisions of this Division; or (b) the exercise of a right conferred by such a provision; or (c) any liability of a person for a failure to comply with a guarantee that applies under this Division to a supply of goods or services. (2) A term of a contract is not taken, for the purposes of this section, to exclude, restrict or modify the application of a provision of this Division unless the term does so expressly or is inconsistent with the provision. 67 Conflict of laws If: (a) the proper law of a contract for the supply of goods or services to a consumer would be the law of any part of Australia but for a term of the contract that provides otherwise; or (b) a contract for the supply of goods or services to a consumer contains a term that purports to substitute, or has the effect of substituting, the following provisions for all or any of the provisions of this Division: (i) the provisions of the law of a country other than Australia; (ii) the provisions of the law of a State or a Territory; the provisions of this Division apply in relation to the supply under the contract despite that term. What the above sections mean : (54) there are implied statutory warranties (64) that cannot be excluded by contract, (67) and applies even if the proper law of a contract is not Australia. It is important to note that these do not depend on the existence of a contract (see 54(1)); gifts are covered, though I am unaware of any case law on this. In addition, title (s51) and non-infringement ("undisturbed possession") (s52) must be guaranteed by the supplier and cannot be excluded. In addition, the mere existence of this statement, purporting to limit or remove guarantees that cannot be limited or excluded, puts the supplier in breach of s29 as they are making a "false or misleading statement in connection with the supply, possible supply or promotion of goods or services". This is a criminal or civil offence and can be punished by fines of up to $1.1 million for a body corporate and $220,000 for a person other than a body corporate plus injunctions, damages, compensatory orders and other remedies. However, a simple "To the extent permitted by law ..." at the start would make this legal. So, does it have an effect? Sometimes. But not always. And at least in the United States, there are specific requirements if you want to exclude implied/statutory warranty.
A typo in a contract does not ever void the contract. If the typo changes the meaning of the contract from what was actually intended, then it is up to a judge to interpret the contract and whether it is reasonable that a person would assume its intended meaning. In your example, it is obvious that the word "least" was meant to be there and not "lease" - as the alternate word makes no sense in context - so a judge would not void the contract or release you from your 30 day obligation (which is probably even granted to the landlord by local laws regardless of whether it was stated in the contract). Even misspellings of people's names or addresses on a lease do not void a contract if you have already paid or taken up residence. If any of these situations were brought to court, the judge would just amend the contract to a corrected version that would then serve as the contract between the two parties, replacing the version with the typo. This is known as contract reformation.
A promise that a court would not enforce by injunction can still be valid consideration and be part of a valid contract. Failure to carry out such obligations would lead to some measure of money damages, most likely. On the other hand, provisions specifically barred by law, or against public policy, such as a promise to commit a crime, are void from the start, and form no part of a valid contract. Such provisions may be treated by a court as if they had just been left out, or if they were essential to the contract, or formed the sole consideration, the whole contract might be considered void. If a term is too vague for a court to determine if it has been violated or not, the court may try to clarify it, or may just ignore it. Just what it would mean for a tenant to "undermine the leadership" of a landlord is not clear to me, at least. That might well be held to be "too vague". As to "not complain" it may be that a tenant has a legal right to make official complaints, which cannot be waived by contract. Or it may not, depending on the local laws.
B and C have a contract with A In return for paying 3 months rent, B and C will remove A from the lease. This has all the required elements to be a contract. B and C have fulfilled their obligations and A hasn’t. B &amp; C could sue A for damages. They would need to prove that there was such an agreement and that they agreement was a legally binding contract. Is this agreement written down? Was it witnessed by impartial third parties? What evidence of this agreement do you actually have? If A says they agreed to X, yet B &amp; C say they agreed to Y: what evidence exists to show who is right and who is wrong? Failing to fulfill the obligations of a contract is not fraud. For there to be fraud, B &amp; C would have to prove that A never intended to comply by the terms of the agreement. Given that the terms of the agreement are somewhat ambiguous, this would be very difficult. This seems to be more of a case where [Hanlon's Razor]: &quot;Never attribute to malice that which is adequately explained by stupidity.&quot; That is, A's actions are more likely to be the result of a misunderstanding (by A, or B &amp; C, or both) than a deliberate plan of deception. The landlord is not involved - they removed A from the lease at the request of A, B &amp; C; they’ve done what they’re required to do.
Possibly If the texts are sufficiently precise that they constitute offer and acceptance then they would create a contract notwithstanding that “some documents” were never provided. First, your offer must have been sufficiently clear that it was open to acceptance by a simple “yes” or “ok”. Given that you had a lease, a simple offer to have another one would be enough as “on the same terms” is implied. Second, she must have accepted your offer unconditionally. “Yes, I’ll put together some documents to sign” is an unconditional acceptance even if the documents never appear. “Yes, I’ll put together some documents to sign first” or “Yes, I’ll put together some documents with the terms” aren’t. The first is a conditional acceptance and the condition wasn’t met. The second is a rejection with an intention to make a counter-offer that never eventuated. Third, real estate is heavily regulated. There may be specific requirements (such as a particular form of contract, or that it be witnessed) that mean there is no binding lease even though there would be a contract at common law.