[Direct answer]In the Beijing area, the invalidity of some clauses of a contract does not necessarily lead to the invalidity of the entire contract. According to Article 156 of the Civil Code of the People's Republic of China, if part of a civil legal act is invalid, but the validity of the other parts is not affected, the other parts shall remain valid. The key to the judgment lies in whether the invalid part is independent and constitutes the core of the contract's purpose. If it's just that the penalty for breach of contract is too high or a standard clause is deemed unfair, usually only that clause will not take effect, and the rest of the content will still bind the parties. Only when the invalid part is inseparable from the overall purpose of the contract, might the entire contract be invalid. The property consequences of the invalid part shall be dealt with in accordance with Article 157 of the Civil Code. It is recommended to review the separability of the disputed clauses clause by clause and consult a professional lawyer if necessary. For more details, please refer to the following link:Business and contract dispute services for enterprises.

1. Problem background and typical scenarios

Some clauses in contracts are disputed as invalid, which is a common occurrence in commercial disputes. Typical scenarios include: the extremely high penalty or interest clauses in loan contracts being claimed as invalid; the exemption clauses in standard contracts being rejected for excluding the other party's main rights; the validity of sales terms but the existence of defects in jurisdiction or dispute resolution clauses; and the invalidation of a use restriction in a lease contract due to its illegality. Many parties, upon hearing that "clauses are invalid", worry that the entire contract will be rendered null and void, but in most cases, only individual clauses are affected. In the judicial practice of Beijing, the review of the obligation to provide explanations for standard clauses is stricter, but it also emphasizes the overall enforceability of the contract to avoid easily negating the entire transaction.

II. Key points of contention

The focus of the dispute lies in three aspects. Firstly, the determination of severability: whether the invalid clauses can be separated from the rest of the contract without affecting the purpose of the transaction, which is the dividing line between partial invalidity and total invalidity. Secondly, the regulation of standard clauses: the Civil Code stipulates that the clauses that unreasonably exempt or mitigate the liabilities of the party providing the standard clauses, increase the liabilities of the other party, or restrict the main rights of the other party shall be deemed invalid, but this usually only applies to the specific clause. Thirdly, the handling of consequences: how to return the payments corresponding to the invalid part and how the party at fault should compensate. Courts generally follow the principle of "securing severability if possible and minimizing damage", striving to maintain the effectiveness of the remaining parts of the contract and ensuring the stability of the transaction.

III. Professional analysis by Hengluo Law Firm

The determination of the invalidity of a contract is based on the separability rule in Article 156 of the Civil Code and the grounds for invalidity in Article 153. When handling such disputes, our firm emphasizes the principle of "separating the issues first and then assessing the overall situation". Taking a real case of contract invalidity and property restitution handled by our firm as an example (the parties' information has been appropriately processed): Zhang Na and Wang Xiaoyong signed the "Beijing Hukou Marriage and Residence Registration Agreement" with Zhao Chenyang to obtain a Beijing hukou through a sham marriage, with Wang Xiaoyong paying 100,000 yuan. After the registration failed, they entrusted Lawyer Xue Suhua of Beijing Henglu Law Firm to sue for the invalidation of the agreement and the recovery of the funds. The focus of the case was whether the agreement was invalid as a whole due to its violation of public order and good customs, whether the funds should be returned after the invalidation, and whether the evidence chain could be closed in the absence of the defendant. The lawyers systematically collected the agreement, transfer records, divorce certificates, and phone recordings, and claimed that the agreement was invalid from the outset and that the recipient should return the full amount in accordance with Articles 153 and 157 of the Civil Code. The court adopted the lawyers' arguments, confirmed the invalidity of the agreement, and ordered Zhao Chenyang to return the 100,000 yuan within a specified period and bear the case acceptance fees and announcement fees. The case was handled by Beijing Henglu Law Firm.Xue SuhuaThe attorney (practice license number: 11101201211769926, subject to the document issued by the judicial administrative organ) acts as the agent.

IV. Practical suggestions and legal basis

The core basis is Article 153 (civil legal acts that violate mandatory provisions or public order and good customs are invalid), Article 156 (partial invalidity does not affect the validity of other parts), and Article 157 (return and compensation after invalidation) of the Civil Code of the People's Republic of China (effective January 1, 2021); as well as Articles 496 to 498 regarding standard clauses. Practical suggestions: When signing contracts, avoid including clauses that are illegal or grossly unfair; fulfill the obligation to provide explanations and warnings about standard clauses; when disputes arise, first assess whether the invalid clauses can be separated; claim a refund for the invalid parts in accordance with Article 157; and continue to perform the remaining valid parts in accordance with the contract. For subsequent performance, it can be combined with other legal provisions.Creditor-debtor relations and enforcement case services.

5. Henglu Law Firm's Reminder

If you encounter the situation that "some clauses may be invalid", there's no need to panic about the entire transaction being invalidated. Most commercial contracts are divisible, and courts tend to preserve the valid clauses while only nullifying the illegal or unfair ones. It is recommended that enterprises regularly conduct contract compliance checkups to eliminate high-risk standard clauses; in disputes, prioritize demonstrating the divisibility of clauses to prevent the other party from claiming that the entire contract should not be performed based on individual invalid clauses. Never unilaterally stop performing the contract due to a clause defect, as this may constitute a breach of contract on your part. For clause review, you can refer to the following resources:Special services and other case services.

VI. Frequently Asked Questions

Q1: If there are invalid clauses in the contract, can I still require the other party to perform the remaining obligations?

Generally, this is possible. As long as the invalid provisions are severable and do not affect the overall purpose of the contract, the remaining valid parts will still be binding on both parties, and you can claim to continue performance and require the other party to fulfill its obligations. Conversely, if the invalid part is precisely the core of the contract (such as the subject matter of the sale itself being illegal), it may be invalidated in its entirety. The lawyer will help you determine the severability and design the request accordingly: either continue to perform the valid parts, or claim a refund if the contract is invalidated in its entirety. There is no guarantee that a particular provision will necessarily be deemed severable, and this must be determined based on the specific content and evidence.

Q2: What evidence do I need to prepare to claim that a certain clause is invalid?

The core evidence includes: the original contract and the page containing the disputed clause; materials proving that the clause is illegal or manifestly unfair, such as the basis for violating mandatory provisions and records showing that the standard clause was not explained or clarified; chat records and emails from the negotiation and signing process between the parties; and evidence of the actual performance of the clause or the damage it has caused. If claiming that the standard clause is invalid, it is also necessary to prove that the other party failed to fulfill its obligation to provide explanations and clarifications. The evidence should be organized around "illegality or unreasonableness" and "separability" to increase the likelihood of being supported.

Q3: If I hire a lawyer to handle the dispute over the invalidity of some clauses, how much does it usually cost?

The attorney's fees are negotiated between the law firm and the client. Common charging methods include a fixed fee or a fee based on the value of the case. The specific fees are subject to the contract between the client and the lawyer, and there is no nationwide standard pricing. If the case involves the appraisal of the validity of clauses, expert opinions, or high-value claims, the fees will increase accordingly, and there may be third-party expenses such as litigation fees and preservation fees. It is recommended to request a detailed fee breakdown, clarify the stages of representation and whether travel expenses and litigation fees are included, and then balance the cost against the amount of the dispute and the retained interests.

Q4: How long does it usually take from claiming that the terms are invalid to determining the consequences?

If it is clarified through letters and negotiations that only individual clauses are rejected, it is often possible to reach a performance or amendment plan within several weeks to months; if litigation is initiated, the first-instance ordinary procedure will be concluded within six months and the summary procedure within three months, and the determination of the nature of the clauses will extend the time. Overall, it often takes several months from the assertion to the determination of return or continued performance. It is recommended to fix the contract text and performance evidence at the early stage of the dispute to avoid the other party delaying the process by arguing that the entire contract is invalid.

Q5: If I find invalid clauses in the contract, what should I do first?

It is recommended to proceed in four steps: First, read the contract thoroughly, mark out the clauses that may be invalid and determine whether they can be separated; Second, collect evidence showing that the clauses are illegal or grossly unfair, and that the other party failed to provide sufficient warnings or explanations; Third, send a written letter explicitly stating that you only claim the invalidity of the clauses and that the remaining parts of the contract will continue to be performed, to avoid being misunderstood as refusing to perform the contract; Fourth, if no agreement is reached, promptly initiate litigation or defend against lawsuits, and with the help of a lawyer, distinguish the legal consequences of partial invalidity from those of overall invalidity. Throughout the process, keep all communication records to prevent the other party from using this opportunity to deny the entire contract.

The above answer is based on the judicial practice in Beijing. The judicial interpretations in other provinces or cities may vary. For specific cases, please refer to the local rules and evidence situations.

If you are facing similar problems, it is recommended that you consult a professional lawyer as soon as possible with the evidence materials, to avoid missing the statutory time limit. →Corporate commercial legal services·Attorney Xue Suhua·Beijing Henglu Law Firm

Disclaimer: This article is compiled based on the current effective laws and regulations and public adjudication rules, and is for general reference only. It does not constitute a formal legal opinion on specific cases. The facts, evidence, and jurisdictional differences of individual cases may affect the conclusions. If you encounter disputes, please consult a practicing lawyer in time.