What happens when contract clauses contradict each other?

How should you handle conflicting clauses before a dispute?

Start by reviewing the contract as a whole. Many conflicts can be resolved by reading the full agreement and understanding the purpose of each clause.

You can also:

• Check for an order of precedence clause (this tells you which terms control).
• Compare which clause is more specific or clearly negotiated.
• Discuss the issue with the other party to agree on a practical solution.

In many cases, parties resolve the issue by agreeing in writing on how the terms should apply going forward.

What if the clauses still don't make sense?

If the conflict cannot be resolved, one clause may be limited in how it applies or even disregarded if it clearly conflicts with another part of the contract.

This depends on the wording and the overall structure of the agreement.

If the issue remains unresolved, it may lead to a formal dispute.

What to do next...

1. Compare the conflicting sections carefully.
2. Review the contract for any conflict or precedence clause.
3. Read the agreement as a whole, not just one section.
4. Identify which terms are more specific or clearly negotiated.
5. Discuss the issue with the other party early.
6. Confirm any agreed solution in writing.

What to consider in your specific situation

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

• The exact wording and structure of the conflicting clauses.
• Whether a precedence clause exists in the contract.
• Which terms were specifically negotiated.
• The level of ambiguity in the language.
• Local laws that affect contract interpretation.
• The impact of the conflict on your business.

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