nonenforceable

Nonenforceable, commonly written as unenforceable, describes an agreement, promise, or contractual clause that a court would not compel a party to perform. The contract may be valid in its formation and the parties may have had capacity and intent, but a legal rule or circumstance prevents enforcement. Nonenforceable does not necessarily mean illegal or void from the outset; it means the court will not order enforcement of that particular provision or the contract as a whole.

Several common bases for nonenforceability include gaps raised after formation. The statute of frauds requires certain contracts to be in writing; without the proper writing, the contract is unenforceable, though some exceptions like partial performance may apply. A lack of consideration or other essential elements can render a contract unenforceable. Illegality, public policy objections, lack of capacity, impossibility or impracticability, or vagueness can also produce unenforceability. A classic example is an oral contract for the sale of real estate, which is typically unenforceable under the statute of frauds, though remedies such as partial performance may sometimes be available.

Nonenforceable contracts are distinct from void contracts (void from the outset) and voidable contracts (valid until a party chooses to rescind). An unenforceable agreement may still influence damages or remedies in certain situations, such as where one party has conferred a benefit or where the law recognizes other equitable principles. The terms nonenforceable and unenforceable are often used interchangeably, though some writers distinguish the two in specific legal contexts. Overall, nonenforceability reflects a limitation on judicial enforcement rather than a blanket condemnation of the contract’s validity.