Voidable

Voidable describes a legal class where a contract or other instrument is valid and enforceable on its face but may be annulled or avoided at the option of one party. A voidable contract remains in effect until the party entitled to avoid it elects to rescind, affirm, or repudiate it. The defect lies in the consent or capacity of one party, rather than in the instrument’s form or legality.

Common grounds for voidability include lack of capacity (such as a minor or someone with certain mental incapacity), misrepresentation or fraud, duress or undue influence, and certain kinds of mistake. If the contract is voided, the usual remedy is rescission, which seeks to restore the parties to their pre-contract positions. In some cases, the injured party may also claim damages, especially where fraud or misrepresentation is involved. A contract can be affirmed or ratified, sometimes through continued performance or by express agreement, at which point it becomes fully enforceable.

Voidable contracts differ from void contracts, which are unenforceable from the outset and confer no rights, and from unenforceable contracts, which cannot be enforced due to a legal limitation rather than a defect in consent. The exercise of voidability may be time-limited, and if the injured party delays too long or later ratifies the contract, the option to void may be lost. In many jurisdictions, specific rules apply to contracts involving minors (who typically may void until reaching majority) or persons lacking capacity; other voidable circumstances include duress, undue influence, and misrepresentation. The underlying purpose must not be illegal for a contract to be voidable; if the purpose is illegal, the contract is usually void rather than voidable.