My Severability Provision, Now Featuring Language of Intention

In this November 2011 post I introduced language of intention. It makes sense to use language of intention to articulate those aspects of a contract relationship that are subject to judicial scrutiny, meaning that the parties cannot establish them definitively in the contract.

For the heck of it, here’s another example of language of intention, namely the basic version of Koncision’s severability provision (discussed in this February 2011 post), retooled to turn it into language of intention:

Any reservations about using language of intention in this context?

Added November 12, 2012: By the way, I’m not endorsing standard severability provisions. The idea of accepting that part of the deal could be lopped off is problematic, in that it could conceivably result in a party’s getting a raw deal. My more complete severability provision, included in the post linked to above, tries to address that as follows:

But if modifying or disregarding the unenforceable provision would result in failure of an essential purpose of this agreement, the entire agreement is to be held unenforceable. The parties acknowledge that enforcement of section Y as written is an essential purpose of this agreement.

That reduces the risk of a severability provision having unexpected consequences.

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.