What is it?
Ordinary is a doctrinal qualifier that governs the default interpretation of clauses in contracts and statutes.
ordinary
UCC / CommercialLegal glossary term
Quick answer
ORDINARY usually means the standard, non‑exceptional meaning of a term. In contracts, it matters because it sets the default duty unless overridden. Before signing, check whether the term is defined or left to its ordinary meaning.
Definitions
What is ordinary?
Legal Definition
An ordinary provision conveys the standard, non‑exceptional obligations parties expect under a contract. It creates a baseline duty that courts enforce unless a specific clause overrides it. The key distinction arises when a statute supplies an ordinary meaning that differs from a negotiated definition.
Plain-English Translation
Think of a hall pass that lets you leave class; an ordinary pass works the same way for everyone without special rules.
Contract relevance
Why ordinary matters in contracts
Ignoring the ordinary meaning can void a clause or trigger a breach, and the obligor bears the risk.
Document context
Where ordinary appears in documents
| Document type | Section | Why it matters |
|---|---|---|
| UCC Sales Contract | Article 2, §2-207 | Determines ordinary contract formation |
| ISDA Master Agreement | Section 2(a) | Applies ordinary definitions to swap terms |
| Federal Acquisition Regulation | Part 12.2 | Uses ordinary cost principles |
| State Commercial Lease | Clause 5 | Establishes ordinary maintenance duties |
Contract language
Common contract wording
| Contract wording | Plain-English meaning | What to check |
|---|---|---|
| "The parties shall perform their obligations in an ordinary manner." | Standard performance without special conditions | Verify no hidden exceptions |
| "Ordinary interest shall accrue on overdue amounts." | Regular interest rate as defined by law | Confirm the rate aligns with statutory limits |
| "All ordinary expenses shall be reimbursed." | Typical costs incurred in the course of business | Ensure expense categories are listed |
Red flags
Red flags to watch for
Wording examples
Clearer wording examples
Vague wording
"Ordinary"
Clearer wording
"Standard rate of 5% per annum"
Vague wording
"Ordinary expenses"
Clearer wording
"Expenses incurred in the normal course of business, such as utilities and supplies"
Note: “clearer” means easier to read — not legally reviewed or guaranteed safe.
Pre-signature checklist
What to check before signing
1
Identify whether the term is defined elsewhere in the document
2
Compare the ordinary meaning to industry standards
3
Confirm any statutory or regulatory definitions apply
4
Verify no hidden exceptions modify the ordinary duty
5
Ensure the ordinary rate or expense aligns with your expectations
6
Ask for a concrete definition if the term remains vague
7
Check for consistency with related clauses
Party impact
How ordinary affects each party
| Party | What this party should check |
|---|---|
| Seller | Ensure ordinary delivery standards match capability |
| Buyer | Confirm ordinary payment terms are affordable |
| Lender | Verify ordinary interest rates comply with usury laws |
| Tenant | Understand ordinary maintenance responsibilities |
Comparison
ordinary vs similar terms
| Related term | Plain meaning | Main difference from ordinary |
|---|---|---|
| Default rule | Applies when parties are silent | Ordinary provides the baseline meaning |
| Specific clause | Tailors obligations expressly | Overrides ordinary meaning |
| Exception clause | Carves out a deviation | Limits the reach of ordinary provisions |
Missing or vague
If ordinary is missing or vague
Without a clear ordinary meaning, courts may look to extrinsic evidence to fill gaps, leading to costly discovery. Parties might dispute whether a duty is standard or exceptional, causing delays in performance. Ambiguity can trigger breach claims, and the party that drafted the vague term often bears the burden of proof.
Document map
Document section map
| Contract section | What to inspect |
|---|---|
| Definitions | Look for explicit definition of ordinary |
| Payment | Check if ordinary interest is referenced |
| Maintenance | Verify ordinary upkeep obligations |
| Termination | Ensure ordinary notice periods are stated |
| Force Majeure | Confirm ordinary events are distinguished from extraordinary ones |
Visual model
Understand ordinary fast
An explainer image has not been generated for this term yet.
01
Landlord includes an ordinary maintenance clause, and the tenant must keep the premises in normal condition.
02
Borrower signs a loan with an ordinary interest rate provision, resulting in the standard rate unless a special rate is later negotiated.
Document context
How ordinary shows up in legal documents
Why does it matter?
Ignoring the ordinary meaning can void a clause or trigger a breach, and the obligor bears the risk.
When does it matter?
When a contract is drafted without a specific definition, the ordinary meaning applies automatically.
Where is it usually seen?
Ordinary appears in UCC Article 2 sales contracts, ISDA master agreements, and federal procurement regulations.
Who is affected?
A seller relies on ordinary terms to claim standard payment; a buyer risks unexpected obligations if the term is altered.
How does it work?
First, identify whether the clause includes an explicit definition. Then, compare the language to the ordinary meaning supplied by the governing statute or UCC. Finally, apply the ordinary meaning unless the contract clearly states otherwise.
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Wikipedia
External reference for ordinary
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Where ordinary connects to real contract work
This layer links the term to nearby glossary entries, document use cases, and contract-risk guides so readers can move from definition to context without dead ends.
Glossary
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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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