What is it?
Clearing is a contractual clause type that governs the resolution of contradictory or overlapping provisions within an agreement.
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
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
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
Landlord includes a clearing clause stating the rent escalation provision controls over any later amendment.
Borrower signs a loan agreement where the prepayment penalty clause clears any conflicting interest rate adjustments.
Document context
Clearing is a contractual clause type that governs the resolution of contradictory or overlapping provisions within an agreement.
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 a contract contains multiple clauses that conflict, the clearing clause activates upon execution of the agreement.
Standard in UCC § 2-207 amendment clauses, commercial loan agreements, and ISDA master agreements.
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.
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.
Wikipedia
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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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