unenforceable

Unenforceable describes contracts or obligations that, while otherwise valid, cannot be enforced in a court of law. It is distinct from void contracts, which have no legal effect from the start, and voidable contracts, which are valid until one party chooses to void them. A contract can become unenforceable due to defenses or defects that prevent the court from providing a remedy. Common causes include: statutes of limitations have expired; the agreement lacks a required writing under the Statute of Frauds; the contract fails to meet essential elements such as consideration, legality, or capacity; the contract is illegal or contrary to public policy; unconscionability or gross unfairness; or the formation involved misrepresentation, duress, or mistake that prevents enforceability.

In practice, some unenforceable contracts may be enforceable to the extent of preventing one party from unjust enrichment (restitution) or for certain provisions that are severable. Remedies often depend on jurisdiction and the specific defect. For example, even if the overall contract is unenforceable, a court might enforce a partially valid term, or order restitution or damages in some cases.

Enforceability is a separate concept from whether a promise was made. Statements of intent without consideration are generally not enforceable as contracts, and a court will typically not compel performance of a purely non-binding promise. But a written agreement that satisfies all elements and is not barred by any defense is enforceable.