Definition
A compound legal phrase meaning legally sufficient, unimpeachable, and enforceable. When applied to legal instruments, titles, obligations, or security, "good and valid" asserts that the thing described meets all legal requirements for effectiveness and cannot be successfully challenged on legal grounds. The phrase operates as a compound warranty or representation: "good" speaks to legal adequacy and enforceability, while "valid" reinforces that the instrument or right is properly constituted and operative under law.
The phrase appears most frequently in:
1. Conveyancing and title. A covenant to convey "good and valid title" warrants that the grantor holds title free from defects, encumbrances, and adverse claims sufficient to defeat the grantee's interest.
2. Commercial instruments. A representation that a note, bond, or security interest is "good and valid" warrants both that the instrument is legally effective on its face and that the obligor is solvent and legally liable to pay.
3. Contracts and recitals. Parties routinely include recitals that consideration is "good and valid" to foreclose later challenge to enforceability on grounds of inadequate or illusory consideration.
4. Security and suretyship. An assertion that security or a guarantor is "good" means the obligor or surety is financially responsible and legally bound — capable of satisfying the obligation if called upon.
Common Language
Modern common usage (Wiktionary): "Good" means of satisfactory quality, acceptable, or suitable. "Valid" means well-founded, legally binding, or logically sound.
Historical common usage (Webster's 1913): "Good" conveyed adequacy, sufficiency, and soundness — "good security" meant the person or thing was financially sound and reliable. "Valid" meant having legal force, executed with proper formalities.
The gap is subtle but matters in research: in ordinary usage, "good" is primarily a quality judgment and "valid" a logical or formal one. In legal usage, both terms carry specific enforceability content. "Good" in a legal instrument does not merely mean acceptable in quality — it means unimpeachable and legally sufficient to withstand challenge. The compound phrase "good and valid" is thus not mere emphasis or redundancy; it historically addressed two distinct vulnerabilities: adequacy of the right or instrument (good) and proper legal constitution of it (valid).
Common Confusion
The phrase is sometimes read as pure redundancy — a stylistic doubling with no independent content in each word. This misreads the drafting tradition. "Good" historically spoke to financial responsibility and practical enforceability (can the obligation actually be collected?), while "valid" addressed formal legal sufficiency (was the instrument properly made?). Bouvier's entry reflects this distinction: a note is "good" when the makers are able to pay and legally liable; the note's "validity" depends on its proper legal constitution. Conflating the two can cause a researcher to overlook that a warranty of "good and valid" title or instrument may be breached on either ground independently.
Why It Matters in Research
Researchers encounter "good and valid" most often in older deeds, conveyancing forms, commercial paper opinions, and contract recitals. Several navigational points apply:
Redundant pairs in legal drafting. "Good and valid" belongs to a class of doubled legal phrases (null and void, final and conclusive, true and correct) that appear archaic but often carry independent legal freight in historical sources. Do not assume the words are interchangeable or that one subsumes the other without checking the specific doctrinal context.
Warranty scope in title chains. In historical deed research, a covenant of "good and valid title" may implicate both a warranty of title (against third-party claims) and a representation of the grantor's legal capacity and seisin. The corpus will contain deed forms, title opinion letters, and conveyancing manuals that use the phrase in technically precise ways.
Commercial paper. The Vermont case Bouvier cites (26 Vt. 406) illustrates a persistent question: when does a note satisfy a warranty of being a "good" note? The answer turns on obligor solvency and legal liability, not face value alone. Researchers working on negotiable instruments, indorsement liability, or suretyship disputes should attend to this distinction.
Employment and contract contexts. Recitals of "good and valid consideration" appear throughout contract drafting. In jurisdictions and periods where courts scrutinized consideration carefully, a recital of "good and valid" consideration carried evidentiary weight — it could estop a party from later denying adequacy. This function is diminished under modern contract law in most U.S. jurisdictions but remains significant in historical contract disputes and in deed recitals.
Historical Dictionary Support
Black's and Bouvier's are in close agreement on the core meaning — legally sufficient, unimpeachable, and financially responsible — but approach the phrase from slightly different angles. Black's leads with the enforceability dimension: "reliable, sufficient, and unimpeachable in law; adequate; responsible." Bouvier's foregrounds practical financial soundness and supplies the commercial paper illustration, grounding the definition in the question of whether an obligation can actually be collected.
Neither source treats the compound phrase "good and valid" as a standalone entry at length, directing the reader instead to the entry for "good" — a useful reminder that historical dictionaries often decompose compound phrases. Researchers should consult both "good" and "valid" separately in any historical dictionary search; relying only on the compound phrase may yield incomplete results.
What the historical sources underemphasize: the evidentiary and estoppel function of the phrase in recitals. When parties wrote that consideration was "good and valid," they were doing more than describing it — they were foreclosing a line of attack. This function is largely a matter of evidence and procedure rather than substantive law, and the substantive law dictionaries of Bouvier's era do not fully develop it.
Jurisdictional Note
The operative legal effect of a representation or covenant using "good and valid" varies by jurisdiction, particularly in title law. Some states treat covenants of good and valid title as equivalent to a general warranty; others distinguish. In commercial paper contexts, the UCC has substantially displaced the common law framework within which Bouvier's analysis was written.
Encyclopedia Cross-Reference
The Duty of Good Faith and Fair Dealing in Employment (The Law Mind Employment & Labor Law Encyclopedia) — relevant where "good and valid" consideration or "good" faith obligations arise in employment contract recitals and covenant enforcement.