Severability Clause in UK Contracts: What It Means & Example Wording

A severability clause provides that if any provision of the contract is found to be invalid, illegal, or unenforceable by a court, the remaining provisions will continue in full force and effect. Without a severability clause, there is a risk that a court finding one clause invalid could invalidate the entire contract. The clause acts as a safety net, ensuring the contract survives even if individual terms are struck down.

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Last updated: February 2025

When to Include a Severability Clause

  • In every contract as standard boilerplate — it is a low-cost protection against the risk of individual clauses being invalidated
  • In contracts containing restrictive covenants (non-compete, non-solicitation) where there is a realistic possibility that a court might find a specific restriction too broad
  • In international contracts where a clause valid in one jurisdiction might be unenforceable in another

Example Wording

If any provision or part-provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. If any provision is deemed deleted under this clause, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision. Note: This is illustrative wording only and should be tailored by a qualified legal professional.

This example wording is illustrative only. Customise it to your specific circumstances and consider seeking legal advice.

Is a Severability Clause Enforceable in the UK?

Severability clauses are enforceable in the UK and are routinely upheld. Courts will give effect to a severability clause unless severing the invalid provision would fundamentally change the nature or balance of the contract. The blue pencil test (as applied in Tillman v Egon Zehnder [2019] UKSC 32) allows courts to sever specific words from an unenforceable provision, but only if the remaining words make grammatical and commercial sense without altering the overall effect.

Common Mistakes

  • Assuming severability will automatically save a contract where the invalid clause is central to the deal — if the unenforceable provision goes to the heart of the agreement, severing it may leave a contract that no longer makes commercial sense
  • Not including a requirement to negotiate a replacement provision — without this, the parties may be left with a gap in the contract
  • Relying solely on severability instead of properly drafting clauses to be enforceable in the first place — severability is a safety net, not a substitute for good drafting

FAQ

What happens if a contract does not have a severability clause?

Without a severability clause, a court will apply common law principles to determine whether the invalid provision can be severed from the contract. English courts can sever provisions in some circumstances, but the analysis is more uncertain. Including a severability clause provides greater certainty and reduces litigation risk.

Can a severability clause save an unfair non-compete?

Possibly. In Tillman v Egon Zehnder [2019], the Supreme Court severed specific words from an overly broad non-compete clause. However, severability cannot rewrite a clause — it can only remove offending words if the remaining clause is still coherent and enforceable. If the entire non-compete is unreasonable, severability will not save it.

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This is guidance for UK businesses, not legal advice. Example wording is illustrative. Consult a solicitor for complex matters.

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