clearing

UCC / CommercialLegal glossary term

Quick answer

Clearing usually means a clause that resolves conflicting contract terms. In contracts, it matters because ambiguous provisions can render obligations unenforceable. Before signing, check that the clearing language explicitly states which clause prevails.

Definitions

What is clearing?

Legal Definition

In a contract, clearing means that the parties have resolved any conflicting provisions so that the agreement can operate without ambiguity. It creates a legally enforceable framework where each obligation is clear and enforceable, preventing later disputes over interpretation. The most critical qualifier is whether the clearing clause survives termination of the contract.

Plain-English Translation

Think of a hall pass that clears your way through any locked doors in school; once you have it, teachers can’t stop you from entering the rooms you’re allowed to use.

Contract relevance

Why clearing matters in contracts

If a clearing provision is missing or poorly drafted, a court may deem the contract ambiguous, leading to a voidable clause and the buyer bears the risk of losing enforceability.

Visual model

Understand clearing fast

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01

Landlord includes a clearing clause stating the rent escalation provision controls over any later amendment.

02

Borrower signs a loan agreement where the prepayment penalty clause clears any conflicting interest rate adjustments.

Document context

How clearing shows up in legal documents

What is it?

Clearing is a contractual clause type that governs the resolution of contradictory or overlapping provisions within an agreement.

Why does it matter?

If a clearing provision is missing or poorly drafted, a court may deem the contract ambiguous, leading to a voidable clause and the buyer bears the risk of losing enforceability.

When does it matter?

When a contract contains multiple clauses that conflict, the clearing clause activates upon execution of the agreement.

Where is it usually seen?

Standard in UCC § 2-207 amendment clauses, commercial loan agreements, and ISDA master agreements.

Who is affected?

The lender gains certainty that repayment terms will not be overridden by later provisions, while the borrower risks unexpected obligations if the clause is absent.

How does it work?

First, the parties identify any overlapping clauses during negotiation. Then they insert a clearing provision stating which clause controls in case of conflict. Within ten days of signing, both sides review the final language to confirm it reflects the intended hierarchy.

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External reference for clearing

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Knowledge graph

Where clearing connects to real contract work

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Source & disclosure

This page is an AI-assisted plain-English explanation based on LexPredict Legal Dictionary context and contract-review patterns. It is not legal advice. Meaning may vary by jurisdiction, industry, and exact clause wording.

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