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
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Frequently asked questions about blue pencil doctrine
Texas, Georgia, New York, and Michigan are among states that allow courts to blue-pencil restrictive covenants. California doesn't — it bans most non-competes outright. Some states, like Virginia, take a middle approach. Check your state's specific rules before relying on this doctrine.
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Create your contractThis content is for informational purposes only and does not constitute legal advice. For contracts with significant financial or legal implications, review by a qualified attorney is recommended.