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Legal Dictionary

voidable

Legal Definition of voidable

Adjective

  1. The law distinguishes between contracts which are void and those which are voidable. Some contracts have such a latent defect that they are said to be void (see definition of "void" above). Other have more minor defects to them and are voidable at the option of the party victimized by the defect.

    Example: Contracts signed by a person when they are totally drunk are voidable by that person upon recovering sobriety

Definition of voidable

Adjective

voidable

  1. that may be voided, rescinded or annulled
  2. that may be avoided; avoidable

Derived terms

  • voidable contract

Further reading

In law, a transaction or action which is voidable is valid, but may be annulled by one of the parties to the transaction. Voidable is usually used in distinction to void ab initio (or void from the outset) and unenforceable.

The act of invalidating the contract by the party exercising its rights to annul the voidable contract is usually referred to either as voiding the contract (in the United States and Canada) or avoiding the contract (in the United Kingdom, Australia and other common law countries).

Black's Law Dictionary (relevant to US law) defines voidable as follows:

    "Voidable. That which may be avoided, or declared void; not absolutely void, or void in itself. It imports a valid act which may be avoided rather than an invalid act which may be ratified. United States v Price, D.C. Iowa, 514 F.Supp. 477,480"

Generally speaking, one party will have the right to elect whether to annul the transaction or to affirm it. The avoiding of a voidable transaction amounts to the rescinding it, or exercising a power of rescission, and as such is subject to the general law in that regard.

The right to rescind can be lost. In common law there are generally said to be four "bars" to rescission, any one of which will cause the agreement to no longer be considered voidable.

  1. delay
  2. affirmation (or ratification)
  3. restitutio in integrum being impossible
  4. third party rights

Although the law varies from country to country, most disputes relating to whether a transaction is void or voidable turn on the ability to transfer title to goods. In many jurisdictions, if a transaction is valid, but voidable, title to good still passes under the transaction, and the recipient may sell them with good title. If the transaction is void, no title passes, and the original seller can reclaim the goods.

References:

  1. Wiktionary. Published under the Creative Commons Attribution/Share-Alike License.



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