Unenforceable Contract in Real Estate: What You Need to Know

What Are Unenforceable Contracts?

The realm of real estate contracts can be complex and intricate, but one fundamental principle is clear: for a contract to be valid, it must be enforceable.

However, there are instances where a contract, even if it appears legitimate, may be deemed unenforceable.

This article will delve into what an unenforceable contract in real estate is, its common causes, and how one can navigate and possibly prevent such situations.

The Basics of an Enforceable Real Estate Contract

Before understanding what makes a contract unenforceable, it’s essential to understand the elements that make it valid in the first place. Typically, a valid real estate contract will contain:

  1. Offer and Acceptance: One party makes an offer, and the other party accepts it.
  2. Consideration: Something of value exchanged between parties (usually the property and money).
  3. Mutual Assent: Both parties fully understand and agree to the terms.
  4. Legal Purpose: The contract’s objective must be for a lawful purpose.
  5. Competent Parties: Both parties must be of legal age, sound mind, and not under any undue influence or duress.

If any of these essential components are missing or flawed, the contract may be deemed void or unenforceable.

Reasons a Real Estate Contract May Be Deemed Unenforceable

Several situations can render a real estate contract unenforceable. Some of the common reasons include:

Lack of Capacity

When a party claims a lack of capacity as a defense to a contract’s enforcement, they’re essentially saying they weren’t in a position to understand or commit to the contract’s terms legitimately.

If the courts find this to be true, the contract can be nullified or declared voidable.

Misrepresentation or Fraud

Contracts entered into based on misrepresentation or fraud can be declared null and void.

Additionally, the misled party may seek damages or other remedies in court to compensate for any losses incurred due to the deceit.

In the realm of real estate and many other sectors, misrepresentation or fraud can have significant legal implications.

It underscores the importance of honest and transparent dealings and the necessity for parties to ensure they have accurate and complete information before finalizing contractual agreements.

Undue Influence or Duress

If a contract is formed under undue influence or duress, the victimized party can seek to have the contract declared void or voidable.

In essence, the law recognizes that for a contract to be binding, the agreement must be the free and genuine expression of both parties’ intentions.

If one party’s will is overborne by the wrongful actions of another, the resulting contract isn’t seen as a true reflection of their intent.


Unconscionability is an equitable doctrine, meaning it’s rooted in principles of fairness and justice.

Courts will examine the entirety of the situation, including the relative bargaining power of the parties, the presence of deceptive practices, and the fairness of the terms, before deeming a contract or its provisions unconscionable.

Vagueness or Ambiguity

For contracts to be effective and enforceable, they need to communicate the intentions, rights, and obligations of all parties involved clearly.

Vague or ambiguous terms can undermine this purpose, leading to confusion, disagreements, and potential legal challenges.

The Impact of an Unenforceable Contract

An unenforceable contract can lead to several consequences for both parties:

Loss of Time and Resources

Parties may spend significant time and money drafting, negotiating, and executing a contract, only to find it unenforceable later on.

Legal Disputes

If one party acts based on an unenforceable contract, it can lead to legal battles, which can be expensive and time-consuming.

Damaged Relationships

Real estate deals often involve a level of trust between parties. Discovering that a contract is unenforceable can lead to mistrust and tarnished relationships.

Lost Opportunities

If a contract is found to be unenforceable, parties may miss out on other lucrative opportunities they passed up believing they had a valid agreement.

Tips to Avoid Unenforceable Real Estate Contracts

  1. Seek Legal Advice: Before signing any real estate contract, it’s advisable to consult with a real estate attorney who can review the terms and ensure its enforceability.
  2. Be Clear and Precise: Ensure that the contract’s terms are clear, specific, and leave no room for ambiguity.
  3. Ensure Full Disclosure: All parties should fully disclose any pertinent information to avoid allegations of misrepresentation or fraud.
  4. Ensure Voluntary Participation: Make sure all parties enter into the agreement voluntarily, without any external pressure or influence.
  5. Periodic Review: If the contract is long-term, it’s a good practice to review it periodically to ensure it remains enforceable, especially if there are changes in the law.

In Conclusion

An unenforceable contract in real estate can pose significant challenges and complications for all parties involved.

By understanding the foundational elements that make a contract enforceable and being aware of common pitfalls, you can navigate the real estate landscape with confidence.

Always ensure due diligence and consult with professionals when drafting or entering into any real estate agreement.