Contract Glossary
Blue Pencil Doctrine
Definition
A legal principle that allows courts to modify or strike out the unenforceable parts of a contract while keeping the rest intact. Instead of throwing out an entire non-compete because it's too broad, the court can narrow it down with a 'blue pencil.'
In Practice
You signed a non-compete that covers 'the entire United States for 10 years.' A court using the blue pencil doctrine might narrow it to your city for 2 years, making it reasonable and enforceable instead of tossing it entirely. Not all states use this doctrine though. Some states follow an 'all-or-nothing' approach where an overbroad restriction is simply void.
Common in these contract types
Related terms
Related contract clauses
Frequently asked questions
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