contract-law
Can an unacceptable / illegal condition in a contract be ignored without voiding the whole contract?
<p>While I am located in Europe, I am generally interested in how this is handled in different countries. This is not a current question, but more a theoretical question, about how the law "generally" works. I am aware, that different countries may have very different laws, but I would still like to read answers, regardless of the country.</p>

<p>Let's imagine, that I get a contract, which claims something along the lines of "A admits, that all the code he has written for this company has always exclusively belonged to the company". </p>

<p>This is basically an admission to a fact.</p>

<p>Let's imagine, that I have a condition for this admission and add: "This contract is void, unless payment of X happens before xx.xx.xx."</p>

<p>Or let's even imagine, that I add "this contract is void, unless I get a bag of coke before xx.xx.xx.".</p>

<ol>
<li>Does me signing the contract count as an admission of the fact, even if my condition was not met?</li>
<li>What if my condition was illegal or for some other reason invalid. Would this invalidate the whole contract or would it only invalidate the condition?</li>
<li>If the counter party uses the contract in court as proof of my admission, would they need to sign the document as well in order to make the contract valid, thereby accepting the condition?</li>
<li>Let's imagine an even more explicit situation: I am accused of murder. I make a deal, where I admit to the murder, but as compensation I demand a new car. The DA doesn't sign the deal or accept it, but later uses my contract signature as proof my guilt. After all it is a written admission.</li>
</ol>

<p>Please feel free to edit my question title, there is probably a better way to formulate this question.</p>

<blockquote>
  <p>Does me signing the contract count as an admission of the fact, even
  if my condition was not met?</p>
</blockquote>

<p>Yes. The truth of a statement of fact (especially referring to the past) does not depend on whether negotiations or promises are (subsequently) honored.</p>

<blockquote>
  <p>What if my condition was illegal or for some other reason invalid.
  Would this invalidate the whole contract or would it only invalidate
  the condition?</p>
</blockquote>

<p>The condition would be unenforceable as invalid, but this will lead to the difficulty of determining what would be the pertinent compensation for the beneficiary of the condition that has been found to be invalid. Moreover, if that condition clearly illegal, both parties <em>might</em> end up being prosecuted for conspiring to commit a crime.</p>

<blockquote>
  <p>If the counter party uses the contract in court as proof of my
  admission, would they need to sign the document as well in order to
  make the contract valid, thereby accepting the condition?</p>
</blockquote>

<p>No. Akin to the first question, the counterparty's signature (or lack thereof) is irrelevant to the statements of fact a party purports to be truthful.</p>

<blockquote>
  <p>Let's imagine an even more explicit situation: I am accused of murder.
  I make a deal, where I admit to the murder, but as compensation I
  demand a new car. The DA doesn't sign the deal or accept it, but later
  uses my contract signature as proof my guilt. After all it is a
  written admission.</p>
</blockquote>

<p>Since the DA did not accept the murderer's proposal, there is no formation of contract. The murderer's admission of guilt might still be used against him by the prosecutor because the admission was not obtained through false promises, torture, etc.</p>

<p>Hmm.  A contract requires a meeting of the minds.   It also requires an exchange of value; both parties must get something out of the deal.   </p>

<p>So giving away your potential IP rights must be <em>in exchange</em> for something.  Since you haven't told us the rest of the contract or its context, we cannot evaluate whether there is an benefit for you, and whether that benefit is proportionate to the value/validity of your stake in that IP. If there is, then I would say the clause is legal. </p>

<p>As for an illegal contract clause,  no court will force the counterparty to give you contraband, so the promise of coke is ineffectual.   As to whether this invalidates the whole contract, fair chance.   First, a contract can have a severabulity clause, which says if any clause in the contract is invalid, the contract still stands.  Second,  if the severed clauses remove all value for you, it is likely void (unless you caused this.) Third, if the crux of the contract is an illegal conspiracy, it's definitely unenforceable. </p>

<p>The agreement that the IP belongs to the counterparty, will be recognized by any court as exactly what it is: you <em>selling</em> any rights you <em>might</em> have in that IP; you are quitting your claim in it.  Even if your claim is very weak, this still has the advantage for the counterparty that you have <em>quieted the question</em> of ownership. That increases the value of that IP.  So again, that is an exchange -- and the exchange must have value for you or it's void.  So the validity of that statement would depend on the validity of the exchange. </p>

<p>Admitting a crime operates on a totally different axis of movement.  A fundamental principle of <em>criminal</em> law is that a defendant's self-statements can be used very broadly against him.  You bet the D.A. would used the unsigned contract as evidence!  Oh, yes!  Then it would be "all on you" to cross-examine that evidence: show why it is not good evidence and should be disregarded.  That is very hard to do with self-statements. Your lawyer would probably quit at this point. </p>
