What Is a Unenforceable Contract in Business

A contract is a legally binding agreement between two or more parties that outlines the terms and conditions of their agreement. However, not all contracts are enforceable in a court of law. A contract that is unenforceable in business is one that cannot be legally enforced due to a variety of reasons. Here is everything you need to know about unenforceable contracts in business.

What is an Unenforceable Contract?

An unenforceable contract is a legal agreement that is not enforceable in court. This means that if one party breaches the terms of the contract, the other party cannot pursue legal action to force the other party to fulfill their obligations. Unenforceable contracts are typically considered void or unenforceable due to defects in their formation, execution, or performance.

Reasons for an Unenforceable Contract

There are many reasons why a contract may be unenforceable in business. Here are some of the most common reasons:

1. Lack of Capacity

An unenforceable contract may arise when one or more parties lack the legal capacity to enter into an agreement. This can occur when the person is under the age of 18, is mentally incapacitated, or is under the influence of drugs or alcohol.

2. Duress and Undue Influence

Contracts may also be deemed unenforceable if one party was coerced into signing the agreement under duress or undue influence. This means that the party was threatened or forced into signing the contract against their will.

3. Illegality

Contracts that involve illegal activities or violate public policy are typically considered unenforceable. This includes contracts that are in violation of criminal laws, contracts that attempt to restrict a person’s legal rights, or contracts that are intended to commit fraud.

4. Fraud

Contracts that are entered into under false pretenses or misrepresentations are also considered unenforceable. This means that the party entered into the agreement with false information that was intended to deceive the other party.

5. Mistake

Contracts may be unenforceable if they are based on a mistake. This includes mutual mistakes, where both parties were unaware of a particular fact, or unilateral mistakes, where one party was unaware of a particular fact.


Understanding what constitutes an unenforceable contract is an essential aspect of conducting business. Any contract that is deemed unenforceable will not be upheld in court, which can have significant consequences for both parties involved. It is essential to ensure that any contract you enter into is legally binding and enforceable to avoid any disputes or financial losses down the line. If you are unsure whether a contract is enforceable or not, consult with a legal expert who can provide you with advice and guidance.