What Is a Voidable Contract?
A voidable contract is a valid and enforceable agreement that one party has the right to cancel because of a defect in how it was formed. Unlike a void contract — which is a legal nullity from the start and binds no one — a voidable contract remains in force unless and until the party with the right to void it chooses to do so.
Common Grounds That Make a Contract Voidable
- Lack of capacity — a contract with a minor or an incapacitated person is usually voidable by that party
- Fraud or misrepresentation — the deceived party may rescind
- Duress or undue influence — agreement obtained by improper pressure
- Mutual mistake about a basic fact in some cases
Voiding or Affirming the Contract
The party with the right to void can either disaffirm (rescind) the contract or ratify it and proceed. Once ratified — expressly or by accepting benefits with knowledge of the defect — the right to void is generally lost. Acting promptly matters, because unreasonable delay can be treated as ratification.
Related Terms
- Void Contract — Distinguished: a nullity from the outset
- Ratification — Affirming a voidable contract and losing the right to void
- Duress — A ground that can make a contract voidable
Barnes Walker
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Reviewed by the attorneys at Barnes Walker, Goethe, Shea & Robinson, PLLC