A consideration that so offends societal norms as to be invalid. • A contract supported by immoral consideration is usu. voidable or unenforceable. — Also termed turpis causa. [Cases: Contracts 112. C.J.S. Contracts §§ 275–276.]
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favor negotii (fay-v[schwa]r ni-goh-shee-I). [Latin “(in) favor of business”] The principle that favors upholding a contract against a construction that would render the contract illegal or unenforceable. [Cases: Contracts 153. C.J.S. Contracts §§ 330, 332.]
void, adj. 1. Of no legal effect; null. • The distinction between void and voidable is often of great practical importance. Whenever technical accuracy is required, void can be properly applied only to those provisions that are of no effect whatsoever — those that are an absolute nullity. — void, avoid, vb. — voidness, n.
A promise whose performance would limit competition in any business or restrict the promisor in the exercise of a gainful occupation. • Such a promise is usu. unenforceable. [Cases: Contracts 116. C.J.S. Contracts §§ 249–251, 253–254, 257–260.]
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An agreement for which the law requires not only the consent of the parties but also a ma-nifestation of the agreement in some particular form (e.g., a signed writing), in default of which the agreement is unenforceable. Cf. formal contract under CONTRACT. [Cases: Contracts 30. C.J.S. Contracts §§ 66–67, 72.]
quantum meruit (kwon-t[schwa]m mer-oo-it). [Latin “as much as he has deserved”] 1. The reasonable value of services; damages awarded in an amount considered reasonable to compensate a person who has rendered services in a quasi-contractual relationship. 2. A claim or right of action for the reasonable value of services rendered. [Cases: Implied and Constructive Contracts
penalty clause. A contractual provision that assesses against a defaulting party an excessive monetary charge unrelated to actual harm. • Penalty clauses are generally unenforceable. — Often shortened to penalty. — Also termed penal clause. Cf. LIQUIDATED-DAMAGES CLAUSE; LIMITATION-OF-REMEDIES CLAUSE . [Cases: Damages 76, 80. C.J.S. Damages §§ 176, 185–187, 190–192, 194.] “It not infrequently
A contractual provision that assesses against a defaulting party an excessive monetary charge unrelated to actual harm. • Penalty clauses are generally unenforceable. — Often shortened to penalty. — Also termed penal clause. Cf. LIQUIDATED-DAMAGES CLAUSE; LIMITATION-OF-REMEDIES CLAUSE. [Cases: Damages 76, 80. C.J.S. Damages §§ 176, 185–187, 190–192, 194.]
nudum pactum (n[y]oo-d[schwa]m pak-t[schwa]m). [Latin “bare agreement”] 1. Roman law. An informal agreement that is not legally enforceable, because it does not fall within the specific classes of agreements that can support a legal action. • But a pactum could create an exception to or modification of an existing obligation. 2. An agreement that is
escalator clause. 1. A contractual provision that makes pricing flexible by increasing or decreasing the contract price according to changing market conditions, such as higher or lower taxes or operating costs. [Cases: Contracts 229, 231. C.J.S. Contracts §§ 378, 385, 387–391, 393–398.] 2. A provision in a divorce decree or divorce agreement providing for the