Blue Pencil Doctrine (M&A Glossary)

Summary

A legal doctrine through which courts may strike out those aspects of a contract provision which would make it unenforceable while keeping the remainder of the provision. Courts may not change the intent or meaning of the parties through application of this doctrine. The blue pencil doctrine is commonly employed in the context of restrictive covenants – in this context courts may strike out those aspects of the covenant which would otherwise make it unenforceable in the jurisdiction. Application of the blue pencil doctrine varies by state – some states are blue pencil jurisdictions, whereas other states are “red pencil” jurisdictions, which require that the entire provision be thrown out if any part of it is defective.