contract-law new-york-state legal-terms
What does &quot;severability&quot; mean in the following context?
<p>Parties A and B signed a contract governed by New York law. There were three <a href="https://en.wikipedia.org/wiki/Condition_precedent" rel="noreferrer">&quot;conditions precedent&quot;</a> for the contract to take place.None of these conditions precedent had been fulfilled on the signing date, but the contract gave the parties a customary seven days to &quot;true&quot; these conditions.</p>
<p>Seven days passed and the three conditions precedent remained unfulfilled. There is a &quot;severability&quot; clause in the contract. The text reads &quot;If one or more provisions of this agreement is found unenforceable under applicable law, the balance of the agreement shall be interpreted as if such provision were excluded, and shall be enforceable in accordance with its terms.&quot;</p>
<p>Does the lack of fulfillment of the &quot;conditions precedent&quot; mean that there is no contract? Or does &quot;severability&quot; mean that the rest of the contract is enforceable even though the key terms and preconditions have not been met?</p>

<p>A severability clause means that any clause in the contract which is itself illegal, or which would make the contract illegal, or otherwise cannot be enforced according to the relevant law, is instead excluded from the contract as if it didn't exist.</p>
<p>This is an extremely common clause, especially where the contract is used in the same form across multiple jurisdictions. The law of these jurisdictions may differ e.g. in the ability for consumers to opt out of class action against harmful effects or for companies to provide no guarantee of longevity in a product.</p>
<p>This clause <strong>does not</strong> change the prerequisites, requirements, rights or obligations under the contract. The conditions must still be met for the remaining terms to have force.</p>
