What Is A Common Reason A Valid Contract Becomes Unenforceable?

Discover why a valid, signed contract can become unenforceable due to factors like undue influence, duress, misrepresentation, incapacity, illegality, and impossibility of performance.

Ruf gill
7 min readSep 15, 2024

What Is A Common Reason A Valid Contract Becomes Unenforceable?

In the world of law and contracts, understanding why a valid contract can become unenforceable is essential for both individuals and businesses. You might assume that once a contract is signed, it is a binding agreement. However, this is not always the case. There are instances where even the most valid-looking contracts can become unenforceable due to various reasons.

What Is A Common Reason A Valid Contract Becomes Unenforceable?

Understanding Contract Unenforceability

A contract can be comprehensive, detailed, and well-executed but still become unenforceable under certain conditions. An unenforceable contract is one that, due to certain legal reasons, cannot be upheld in a court of law. This does not mean the contract is void or invalid from the start. Rather, something occurs after the contract is made that renders it unenforceable.

One of the common reasons a valid contract becomes unenforceable is the presence of undue influence or duress. This article aims to provide you with a clear understanding of how undue influence and duress can render a contract unenforceable, focusing specifically on laws in Utah.

Jeremy Eveland Utah Attorney

Undue Influence in Contracts

Undue influence occurs when one party exerts excessive pressure on another party, affecting that party’s ability to make a free and informed decision. In Utah, undue influence is recognized as a valid reason for a contract to become unenforceable. According to Utah Code § 75–2–501, undue influence can nullify any contract where consent was not freely given.

Real-world Example in Utah

Imagine a scenario in Salt Lake City where an elderly property owner is persuaded by a relative to transfer property ownership under persistent pressure. The elderly individual signs the contract, not out of free will but due to undue influence. This contract, while valid on paper, is unenforceable because it was signed under undue influence.

Legal Protection

Utah law protects individuals from undue influence by ensuring that contracts entered under such circumstances can be contested and rendered unenforceable. This is crucial for protecting vulnerable individuals from being taken advantage of.

Duress in Contracts

Duress involves threats, violence, or other forms of coercion that force an individual to enter into a contract involuntarily. Utah laws acknowledge duress as a reason a contract can become unenforceable. Defined under Utah Code §§ 76–6–206, duress includes threats of harm or actual harm to a person, family, or property to compel someone to act against their will.

Real-world Example in Utah

Consider a situation in Utah County where a business owner is threatened by a competitor to sign a partnership agreement. The business owner, fearing for their safety, signs the contract under duress. Despite the contract being valid initially, it is unenforceable as it was signed under duress.

Legal Protection

The legal framework in Utah aims to protect parties from entering into contracts under duress, ensuring such agreements are contestable in court. This safeguard maintains fairness and integrity in contractual agreements.

Other Grounds for Unenforceability

While undue influence and duress are common reasons, there are other grounds under Utah law where a valid contract can become unenforceable. These include:

Misrepresentation

In cases where one party misrepresents facts or makes false statements about material aspects of the contract, the deceived party may have grounds to render the contract unenforceable. Under Utah Code § 61–1–1, misrepresentation involves false statements that induce another party to enter a contract.

Real-world Example in Utah

An example involves a real estate transaction in Davis County where a seller falsely represents the condition of the property, convincing the buyer to sign the contract. When the buyer discovers the misrepresentation, they can argue the contract is unenforceable due to misleading information.

Legal Protection

The law ensures contracts based on misrepresentations are contestable, protecting parties from deceitful practices and ensuring fairness in contractual obligations.

Incapacity

If a party lacks the mental capacity to understand the terms and implications of a contract, the agreement can be rendered unenforceable. Under Utah Code § 62A-5–301, individuals are considered incapable if they cannot understand the nature and consequences of the transaction.

Real-world Example in Utah

Consider a scenario in Washington County where an individual with cognitive impairments is coerced into signing a financial agreement. Due to the lack of mental capacity to understand the contract, it can be declared unenforceable.

Legal Protection

Utah laws protect individuals who are mentally incapacitated, ensuring that any contracts signed under such a condition can be contested.

Illegality

A contract is unenforceable if it involves illegal activities or terms that violate public policy. Under Utah Code §§ 13–5a-102, any agreement that involves illegal activities is considered void and unenforceable.

Real-world Example in Utah

An example involves a business agreement in Provo where two parties agree to sell narcotics. Despite the formal agreement, it is unenforceable due to its involvement in illegal activities.

Legal Protection

The law maintains the integrity of contractual agreements by ensuring that any contract involving illegal activities remains unenforceable.

Impossibility of Performance

A contract can become unenforceable if it becomes impossible to perform the obligations due to unforeseen events. Utah Code §§ 70A-2–613 acknowledges impossibility of performance as a basis for unenforceability.

Real-world Example in Utah

Imagine a construction contract in Weber County where unforeseen natural disasters make it impossible to complete the project. Under these circumstances, the contract is unenforceable due to the impossibility of performance.

Legal Protection

This provision protects parties from being unfairly held to obligations that are no longer feasible due to genuine impossibilities.

What Is A Common Reason A Valid Contract Becomes Unenforceable?

Misconceptions About Contract Unenforceability

There are several misconceptions surrounding contract unenforceability that can lead to confusion. Here are some common misconceptions clarified:

Misconception: All Contracts Are Enforceable Once Signed

Not all signed contracts are enforceable. As discussed, factors like undue influence, duress, misrepresentation, incapacity, illegality, and impossibility of performance can render a contract unenforceable.

Misconception: Oral Contracts Are Not Valid

Oral contracts can be valid and enforceable in many cases, depending on their nature and the circumstances surrounding their creation. However, proving their terms can be challenging compared to written agreements.

Misconception: You Cannot Contest a Contract After Signing

Even after signing, if valid reasons like undue influence or duress exist, you can contest a contract. Legal provisions offer remedies to protect parties from unfair contractual situations.

Practical Insights

Understanding why a valid contract becomes unenforceable is crucial for navigating legal challenges. Here are some actionable insights to consider:

Ensure Free Will in Contract Signing

Always ensure that all parties involved in a contract are signing out of their free will. Avoid any form of pressure or coercion that can later render the contract unenforceable.

Verify Information

Thoroughly verify all information and representations made by the other party before signing a contract. This helps prevent issues of misrepresentation that can lead to unenforceability.

Seek Legal Advice

Before entering into any significant contractual agreement, seek legal advice. A qualified attorney can help you understand the terms and identify potential risks that could make the contract unenforceable.

Monitor Capacity

Ensure that all parties have the mental capacity to understand and agree to the contract terms. This is particularly important when dealing with individuals who may have mental impairments.

Avoid Illegal Terms

Ensure that all contract terms comply with legal standards and do not involve any illegal activities. Illegal terms automatically render a contract unenforceable.

Frequently Asked Questions

What should I do if I suspect undue influence or duress in a contract?

If you suspect undue influence or duress, seek legal advice immediately. An attorney can help you assess the situation and take appropriate legal actions to render the contract unenforceable.

Can a contract be enforceable if some terms are illegal?

No, if any terms of a contract are illegal, the entire contract can be rendered unenforceable. It’s crucial to ensure all contract terms comply with legal standards.

How can I prove misrepresentation in a contract?

Proving misrepresentation involves demonstrating that false statements were made and that you relied on those statements to enter the contract. Documentation, witnesses, and other forms of evidence can support your claim.

Is incapacity a valid reason for unenforceability of a contract?

Yes, if a party lacks the mental capacity to understand the contract, it can be rendered unenforceable. Utah laws protect individuals who are mentally incapacitated from being unfairly bound by contracts.

Why It Matters

Understanding why a valid contract becomes unenforceable is important for protecting your rights and making informed decisions. Contracts are a part of everyday life, whether you’re engaging in business transactions or personal agreements. Knowing the common reasons for unenforceability helps you navigate these legal waters with confidence.

Conclusion

Contracts are a cornerstone of legal agreements, but their enforceability can be compromised under certain conditions. Undue influence, duress, misrepresentation, incapacity, illegality, and impossibility of performance are common reasons why a valid contract becomes unenforceable in Utah.

To speak with a lawyer, call attorney Jeremy Eveland (801) 613–1472.

By being aware of these factors, you can take steps to protect your interests and ensure your contractual agreements are sound and fair. If you ever find yourself in a situation where you believe a contract may be unenforceable, seeking legal advice promptly helps you address the issue effectively.

Don’t forget to clap for this article, leave a comment, and subscribe to our Medium newsletter for updates. Thank you for reading! Jeremy Eveland 8833 S Redwood Rd West Jordan Utah 84088 (801) 613–1472

The information contained in this article is for information purposes only and is not legal advice. For legal advice, hire a competent lawyer in your jurisdiction.

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