Is it necessary to state in a contract that if one part is found unenforceable, the rest still is? I've seen in some contracts clauses stating something like If a term or condition is found to be unenforceable, the rest of the contract still remains in affect. Is this necessary? Unless specified otherwise, if part of the contract is found unenforceable then would the entire contract be nullified? For example if a contract states "employees must remain in the building when there is a fire" and it is found this part of unenforceable, would this be grounds for terminating the employee (anyways) because that means the entire employment contract was invalid?
Absolutely it is. If a contract contains void provisions then, in general, the contract itself is void for uncertainty. A void contract never existed so you couldn't use this to terminate a contract because there never was a contract. Contracts of employment are typically heavily regulated and the regulations may tell you to deal with void provisions in a different way. However, for common law contracts a void provision can sink the whole thing.
What if somebody copies your signature on a contract that says you can't sue them? what can the judge do to stop this paradox? I will assume that by "copying the signature" you mean "without the person's consent". In that case, the contract is void and consequently unenforceable. However, it would need to be proved that the person whose signature was unlawfully used did not intend to be a party to that contract. For a contract to be valid, the parties must have knowingly and willfully entered it, whether it is via a document or through their subsequent conduct/actions. False pretenses, identity theft, and akin offenses preclude these two essential requirements of any contract. Moreover, if the person who forged the signature is a party to the contract, then that unlawful act clearly contradicts the prerequisite "covenant of good faith and fair dealing" that is presumed in contracts. The remedies or actionability available to a person whose signature has been forged depend on the laws of each jurisdiction.
Yes I would reach the same conclusion as DaleM, i.e. that the arbitration clause still applies to the dispute in the question, but for a different reason.&lt;1&gt; While the severability principle is indeed a concept in arbitration law, I don't believe that is the relevant doctrine here.&lt;2&gt; Termination Of Employment v. Termination Of An Employment Contract What terminates when a period of employment ends is the employment itself, not the contract of employment. The contract remains effective as to rights and obligations arising during the course of the employment covered by the contract. (This concept would also sometimes be described in terms along the lines of &quot;the right to a remedy for the workplace injury and the right to have disputes related to that resolved in arbitration are vested rights&quot; that are not modified when the contract term of employment ends.) This concept isn't particular to the arbitration obligation. For example, if contract of employment that did not contain an arbitration clause provided that the employee was paid $200 an hour for the first six months and $220 an hour for the second six months of a one year fixed term employment agreement, but the employer failed to adjust paychecks according after the first six months and continued paying the employee at $200 an hour instead (assume to avoid the issue of waiver that this wasn't readily apparent on the face of the paystubs provided to the employee), the employee could bring suit thirteen months after the employee's employment terminated for the $20 an hour not paid as agreed during the last six months of the contract even though the employment period had ended. The contract still remains in force to govern the rights and obligations of the parties arising during the period of employment. Examples Of Termination Of The Contract Itself In contrast, sometimes one contract is replaced, even retroactively, with another contract, in what is called a &quot;novation&quot; of the original contract. This truly does terminate the old contract, so that only the replacement contract remains. So, if, for example, the original employment contract contained an arbitration clause, but this was replaced by a new employment contract without an arbitration clause three months later (in the sample case, before the worker was injured&lt;3&gt;), then the arbitration clause would not apply because the contract, and not just the employment was terminated. Similarly, support that the workplace injury was the second dispute between the employer and employee that had come up. The first was a dispute over the rate of pay received which was resolved by a settlement agreement negotiated by lawyers for the parties before either arbitration or litigation in court was commenced, which expressly terminated all rights, known and unknown, of the parties arising under the contract, and the second was the workplace injury for which the relationship of the injury to work was only discovered later on. In this case, the contract and not just the employment had been expressly terminated, and so the arbitration clause would not apply to the workplace injury dispute (which would be barred by the settlement agreement and which may or may not have had an arbitration clause of its own). End Notes &lt;1&gt; At least assuming that the dispute would have been subject to arbitration if a dispute were litigated while the employee was still employed. There can be circumstances when a workplace injury is not subject to arbitration even if the employer and employee undoubtedly agreed to an arbitration clause that applies to the dispute in question. For example, workplace injuries arising from sexual assault are not subject to arbitration in the United States. See 9 U.S.C. §§ 401-402. &lt;2&gt; The severability principle usually concerns a determination of the enforceability of an arbitration clause in the face of certain kinds of arguments that the entire contract as a whole is voidable. It also does not apply in cases where there is a dispute over whether any contract of any kind was formed in the first place. For example, if someone presented the court with a contract containing an arbitration clause and sought to compel arbitration, and the defense to a motion to compel arbitration was that the defendant had never met or had any connection with or communication with the defendant or anyone related to the alleged contract. &lt;3&gt; The hard case, where the novation takes place after the injury, is complicated by legal doctrines regarding the conditions under which a vested legal right can be waived, which may or may not be met depending upon the circumstances under which the novation was entered into by the parties and presents conceptually distinct legal questions in addition to the legal questions already present in the simple case where the injury takes place after the novation.
You say the permission was "public", therefore I am going to assume that it cannot be argued that there was no agreement. There are two possibilities: If Company B has given consideration for the promise then there is a binding contract and Company A may be able to end it but could not seek redress for when it was in place. If there is no contract then the principle of promissory estoppel should have essentially the same effect. An agreement, including an IP licence, does not have to be in writing nor does it have to have any particular form.
Can you have valid Terms and Condictions when there is no entity mentioned? No, but the example you post is inapplicable because the terms clearly state in the beginning that the agreement is between &quot;you&quot; and &quot;Binance operators&quot;. The latter is defined shortly thereafter. Thus, it certainly identifies the entity. A contract does not need to exhaustively list all information such as parties' registration(s) or domicile. As long as a reasonable person is able to grasp who are the entities entering a contract, that contract is binding and enforceable. If it cannot be ascertained from the contract who the counterparty(-ies) is(are), then neither party can prove that he and other entity(-ies) knowingly and willfully agreed to an exchange of considerations or promises thereof. Accordingly, nobody would have standing to sue others for breach of contract.
Termination. The binding provisions may be terminated by mutual written consent of the parties; Provided, however, that the termination of the Binding Provisions shall not affect the liability of a party for breach of any of the Binding Provisions prior to termination. It basically says that you and the company can free each other from the contract or any part of it — by signing another agreement. This is limited though: if either of you have breached the original contract and become liable (e.g. one of you owes the other heaps of money for damages), then those liabilities will remain. ... which is nonsense of course — because you always can free each other from any liabilities to each other if you both want it.
First of all, there is no breach - they said they would pay it "over the course of the first year"; in what way is the first week not part of the first year? Second, breaching a contract doesn't always allow the aggrieved party to terminate it: in fact, being able to terminate is only for the most egregious of breaches or ones that are specifically spelled out as giving a right to termination. For example, failure to deliver (or pay) on time or in full would not allow termination, only damages.
Generally, what you say you will do in a contract is what you must do - there is no "the dog ate my homework" excuse. For your examples: Employment contracts have so much government regulation that the common law contract is lost in the mists of time. It is unlikely that a court would interpret an employment contract as requiring exact timekeeping; it is also unlikely that the person would have worked exactly 38 hours on every week except the one where they worked 37.5. However, if it were proved that the employee owed 0.5 hours to the employer they could be required to provide it or refund the pay they had received, barring a law that changed this. The dog must be walked. Alice must find a substitute walker if she is unable to provide it. Falling sick is something foreseeable that Alice should have provided for either in the contract ("if I am sick I won't walk the dog") or by arranging for someone else to do it. For purely personal services, falling sick may frustrate the contract, however, dog-walking is probably not personal enough. There is a doctrine which allows termination by frustration where neither party is at fault, however, it is not clear that this would apply. The building burning down is foreseeable and could (should?) have been addressed in the contract. If the destruction of the building was without fault on the owner then the contract is frustrated. If there was some fault on the owner (smoking in bed, inoperative fire alarm etc.) and the cleaner stands willing, ready and able (that is able except for the absence of a building) to perform their obligations, the owner would probably be obliged to pay, at the least for unrecoverable costs (e.g. wages) and loss of profits - if they pay for the cleaning products the cleaner would be obliged to deliver them up. One of the main reasons for the length of contracts for non-trivial transactions is they deal with these contingencies.