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Are There Any Limitations to an Agreement Validation Clause?

Rabbi Shmuel Honigwachs

Question: It seems that this Agreement Validation clause that is employed in Halachic Contracts is a very powerful thing. Is there anything that it does not cover? What is left for bais din to deliberate on in these cases?

Answer: An agreement validation’s purpose is to uphold the intent of the contract, and make sure it is not undermined.

The validation clause has kabbalas da’as yachid (acceptance of a minority opinion), which allows one to override a muchzak, as long as there is a minority opinion that would uphold the intent. It also overrides moda’ah (a claim that one signed under duress), and asmachta (a claim that I never actually thought this would happen). We use agreement validation to try to override these kinds of technicalities.

However, Bais Din still needs to discuss the following 2 things:

  • While agreement validation is meant to carry out the intent of the contract, Bais Din needs to figure out what, according to Halacha, the intent of the contract actually is.
  • When something is either physically impossible or according to normative halacha impossible to do, according to some opinions this cannot be overridden through Kabbalas daas yachid. For example, one cannot sell something that is davar shelo ba loalam (something that is not in existence yet), or ein bo mamash (something that has no physical element like a patent).
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