How do you resolve conflicting terms in a contract?

What rules are used to resolve conflicts?

There are common principles used to sort out conflicting terms.

• More specific terms often control over general ones.
• Terms that were clearly negotiated may carry more weight than standard boilerplate language.
• The contract is interpreted, if possible, in a way that avoids canceling out any section.

If a conflict remains unclear, ambiguous terms may be interpreted against the party that drafted the contract, but this is usually a last resort.

What if the contract still doesn't make sense?

If the conflict cannot be resolved through the wording alone, courts may look at other evidence to understand what the parties intended.

This can include:

• How the parties have acted under the contract (course of performance).
• How they have handled similar deals in the past (course of dealing).
• Common practices in the industry (trade usage).

If the issue is still unclear, parties often need to resolve it directly. This may involve agreeing on a written amendment or confirming how the terms should apply going forward.

What to do next...

1. Read the contract as a whole, not just isolated clauses.
2. Identify which terms are more specific or clearly negotiated.
3. Check for any clause explaining how conflicts are handled.
4. Clarify the issue in writing or update the contract if needed.

What to consider in your specific situation

While these rules apply broadly, your situation may depend on several factors.

• The exact wording and structure of the conflicting clauses.
• Whether one term is more specific than the other.
• Which terms were actively negotiated vs. standard language.
• Any clause addressing conflicts or interpretation.
• Local laws that affect contract interpretation.
• The impact of the conflict on your business operations.

Since every situation is different, consider more information through Rocket Copilot, a Legal Pro, or a legal document review to move forward with confidence.