Unenforceable vs. Voidable

Attribute	Unenforceable	Voidable
Definition	Cannot be enforced by law	Can be enforced unless a party chooses to void the contract
Legal Consequence	Automatically invalid	Valid until voided by a party
Grounds for Invalidity	Violates law or public policy	Fraud, misrepresentation, duress, etc.
Remedies	No remedies available	Rescission, restitution, damages

Definition

Unenforceable contracts are agreements that cannot be enforced by law due to a lack of legal requirements, such as a written contract or a valid offer and acceptance. On the other hand, voidable contracts are agreements that can be legally voided by one party if certain conditions are met, such as fraud, duress, or incapacity.

Legal Consequences

Unenforceable contracts are typically considered void from the beginning, meaning that neither party can enforce the terms of the agreement in court. In contrast, voidable contracts are initially valid but can be voided by one party if they choose to do so. This distinction is important because it determines the legal consequences of each type of contract.

Enforceability

Unenforceable contracts are not legally binding and cannot be enforced by a court of law. This means that if one party fails to fulfill their obligations under the contract, the other party cannot take legal action to enforce the terms of the agreement. On the other hand, voidable contracts are initially binding but can be voided by one party if certain conditions are met. This allows the party with the right to void the contract to choose whether or not to enforce the agreement.

Rescission

One of the main differences between unenforceable and voidable contracts is the concept of rescission. In the case of an unenforceable contract, there is no need for rescission because the contract is not legally binding. However, in the case of a voidable contract, the party with the right to void the agreement can choose to rescind the contract, effectively canceling it and returning both parties to their pre-contractual positions.

Legal Remedies

When a contract is deemed unenforceable, there are typically no legal remedies available to either party. This is because the contract is not legally binding, so there is no breach of contract that can be remedied through legal action. In contrast, when a contract is voidable, the party with the right to void the agreement may have legal remedies available to them, such as the ability to seek damages for any harm caused by the voidable contract.

Statute of Limitations

Another important difference between unenforceable and voidable contracts is the statute of limitations for challenging the validity of the contract. In the case of unenforceable contracts, there is typically no statute of limitations because the contract is not legally binding. However, in the case of voidable contracts, there may be a limited amount of time within which the party with the right to void the agreement must exercise their right to do so.

Conclusion

In conclusion, unenforceable and voidable contracts have distinct attributes that differentiate them in terms of legal consequences, enforceability, rescission, legal remedies, and statute of limitations. Understanding the differences between these two types of contracts is important for parties entering into agreements to ensure that their rights and obligations are clear and enforceable under the law.