What Is a Voidable Contract?
A voidable contract is a formal agreement between two parties that may be rendered unenforceable for any number of legal reasons, which may include:
- Failure by one or both parties to disclose a material fact
- A mistake, misrepresentation, or fraud
- Undue influence or duress
- One party's legal incapacity to enter a contract (e.g., being a minor)
- One or more terms that are unconscionable
- A breach of contract
The legal right to void such a contract is known as disaffirmance.
Key Takeaways
- A voidable contract is one that can be canceled or altered for qualified legal reasons.
- Not all contracts are voidable; legal precedent must exist to absolve responsibility.
- Finding a defect in a contract is a common way to void that contract.
- The simplest way to void a contract is for both parties to agree that voiding is the best option.
How Voidable Contracts Work
A voidable contract is initially considered a legal and enforceable document. However, it can be rejected by one party if the contract is discovered to have defects. If a party with the power to reject the contract chooses not to reject the contract despite the defect, the contract remains valid and enforceable.
Most often, only one of the parties is adversely affected by agreeing to a voidable contract. This may happen because, for example, that party fails to recognize a misrepresentation or fraud made by the other party.
The simplest way for a contract to be voided is for both parties to agree that it's the best option moving forward. They may choose to dissolve the relationship outlined in the contract entirely, or they may choose to correct the contract.
A contract that is deemed voidable can be corrected through the process of ratification. Contract ratification requires all involved parties to agree to new terms that effectively remove the initial point of contention that was present in the original contract.
For example, if one of the parties was not capable of entering into a legally enforceable contract when the original was approved, that party can choose to ratify the contract when they are deemed legally capable.
Voidable vs. Void Contracts
A voidable contract occurs when one of the involved parties would not have agreed to the contract originally if they had known the true nature of all of the elements of the contract prior to original acceptance. With the presentation of new knowledge, the aforementioned party has the opportunity to reject the contract after the fact. Alternatively, a contract is voidable when one or both parties were not legally capable of entering into the agreement—for example, when one party is a minor.
In contrast, a void contract is inherently unenforceable. A contract may be deemed void should the terms require one or both parties to participate in an illegal act, or if a party becomes incapable of meeting the terms as set forth, such as in the event of one party’s death.
A contract may be ruled null and void should the terms require one or both parties to participate in an illegal act, or if one party becomes incapable of meeting the contract terms.
Examples of Potentially Voidable Contracts
Certain smartphone apps, categorized as freemium apps, begin as free downloads but later allow for in-app purchases costing real money. Freemium apps geared toward children may result in a minor accepting the terms and conditions associated with gameplay, though these terms may allow for the later solicitation of in-app purchases. This type of activity led to a lawsuit against Apple in 2012, which suggested the transactions were part of a voidable contract.
In a more recent example, a 2018 New Mexico lawsuit alleged that solar power installer Vivint Solar defrauded customers by binding them to 20-year contracts that required consumers to purchase the electricity generated by solar systems placed on their homes at rates that increase by more than 72% during the 20-year period. The lawsuit sought to render all Vivint's prior contracts with homeowners as voidable if affected customers wanted to cancel them. However, that was not included in a settlement agreement between the New Mexico attorney general and Vivint in May 2021.
What Is Disaffirmance?
Disaffirmance is the right to renounce a contract that you have agreed to participate in. To disaffirm a contract, you must indicate that you won't be bound by its terms. This can be done directly, for example in writing, or indirectly, for example by not performing the duties outlined in the contract. Someone who can prove that they lacked the legal capacity to enter a binding contract, such as minors, can disaffirm a contract.
What Is a Void Contract?
A void contract is one that is unenforceable from the moment it is created. Due to how it was written or the terms outlined in it, a void contract was never legally valid. A contract may be void if it is found that one of the parties was incapable of fully understanding its implications or was a minor when it was signed. Contracts involving illegal activity are also void.
What Are Reasons a Contract Is Voidable?
A contract may be voidable for qualified legal reasons. These can include a failure to disclose a material fact by one party or the other; a misrepresentation or mistake in the contract; fraud; terms that are unconscionable; or a breach of contract. A contract may also be voidable if one party lacked the legal capacity to enter the contract at the time it was signed.
The Bottom Line
A voidable contract is a contract that can be canceled by either participating party for qualified legal reasons. The parties may also choose to amend or correct the contract instead of canceling it. Qualified reasons include failure to include material facts, mistakes, misrepresentations, or a breach of contract. A contract may also be voidable if one of the parties was not legally qualified to participate; for example, if one party was a minor at the time of signing.
This is different from a void contract. A voidable contract is legal until one of the parties seeks to challenge, cancel, or amend it on qualified legal grounds. A void is inherently unenforceable. An example of a void contract would be one that requires the parties to participate in illegal activity.
