Severability Clause
Synonyms: independence clause، separability clause، savings clause، divisibility clause، blue-pencil clause
Last updated: 2026-05-10
Short Definition
Clause ensuring that nullifying part of contract doesn't affect remaining clauses, preserving full contract validity when one term invalid.
Overview
Legal Basis
The severability clause is based on the contract preservation principle contained in the Saudi Civil Transactions Law, which establishes the possibility of the contract remaining effective despite some clauses being void, provided the void clause can be separated from the contract without impairing its substance.
Practical Example
A real estate development company in Riyadh signed a seven-year commercial tenancy agreement with a commercial tenant. The contract included a clause requiring the tenant to pay compound interest at 3% monthly on late rent. After three years, the tenant challenged this clause before the court on the grounds that it constituted prohibited usury violating Sharia public order. The court ruled the compound interest clause void, but retained all other contract clauses, including the tenancy duration, rent, maintenance conditions, and eviction terms, based on the severability clause incorporated in the contract which explicitly stated that the clauses could be separated.
Common Mistakes
- ✗Including a severability clause in general terms without specifying whether some essential clauses are excluded from severability
- ✗Believing that the severability clause cures the void clause or prevents the court from declaring it void
- ✗Overlooking assessment of whether the void clause can be separated from the contract before incorporating the clause in the contract
- ✗Relying on the severability clause as a substitute for reviewing the lawfulness of contractual clauses before concluding the contract
- ✗Confusing severability with modifiability; a void clause is deleted, not amended, by virtue of the severability clause
International Differences
In the UAE, the severability clause is a standard feature in major commercial tenancy contracts in DIFC and DIAC centres. In Turkey, the Turkish Code of Obligations enshrines the severability principle as a general rule even without explicit wording in the contract. In Egypt, civil law applies the principle of partial nullity having no effect on the contract when separation is possible. In the UK, courts use the Blue Pencil technique to delete the void clause while retaining the rest. In the US, most states have recognized the Severability principle and incorporated its provisions in the Uniform Commercial Code (UCC).