Also known as: inoperativeness
Written by attorneys · grounded in primary & secondary sources — see below
An adjective describing a legal instrument, duty, provision, or agreement that has no force or effect. Prior terms may be rendered inoperative by a later integrated agreement even if the agreement itself is not binding. A negation or limitation of warranty is inoperative to the extent it cannot reasonably be construed consistently with an express warranty.
Ibrahim Iqbal contracted with Indigo Textiles to pay a rebate directly to consignee Ike Ingram. Upon learning of the term, Ike Ingram promptly sent written notice refusing the rebate. Because the disclaimer occurred within a reasonable time, Indigo Textiles owes no duty to pay Ike Ingram the rebate amount.
Ideal Solutions sold machinery to Israel Irving and orally assured him the equipment would meet a particular production need. The written contract contained a clause attempting to negate all warranties. The clause is inoperative because it cannot reasonably be reconciled with the express warranty created by the oral assurance.
Select any source to read its text and confirm it supports the definition.
Icarus Aviation agreed to perform municipal waste services for the City of Eugene under a contract requiring council approval for any assignment of fee rights. Icarus Aviation orally assigned its right to receive fees to Infinity Bank. The assignment is inoperative because the contract validly precludes assignment without approval and the substitution would materially increase the city's administrative burden.
Igor Ito purchased equipment from a foreign manufacturer under a contract containing an arbitration clause. When a dispute arose, Igor Ito sued in federal court claiming securities violations. The court enforced the arbitration clause because the agreement was neither null and void nor inoperative under the Convention.
Imran Iyer entered a distribution agreement with a foreign automaker that included an arbitration provision. When a dispute over sales quotas arose, Imran Iyer sued in court alleging antitrust violations. The court referred the parties to arbitration because the clause was not inoperative under the Convention.
A beneficiary who has not previously assented may disclaim within a reasonable time after learning of the promise. The disclaimer renders any duty to the beneficiary inoperative from the beginning.
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An assignment is inoperative if forbidden by statute, precluded by the contract, or against public policy. It is also inoperative when substitution would materially change the obligor's duty or increase its burden or risk.
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An integrated agreement may render prior terms inoperative even if the agreement itself is not binding. The rule is one of substantive law that defines the subject matter of interpretation.
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A court must refer parties to arbitration unless the agreement is null and void, inoperative, or incapable of being performed. The inoperative category covers matters such as fraud, mistake, duress, and procedural unfairness.
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…the parties, refer the parties to arbitration." This obligation does not arise, however, (i) if the agreement "is null and void, inoperative or incapable of being performed," Art. II(3), or (ii) if the dispute does not concern "a subject matter capable of settlement by arbitration," Art. II(1). The former qualification…