What It Does
A set-off clause governs whether one party can reduce a payment it owes by an amount the other party owes it, settling mutual debts on a net basis. An affirmative set-off right lets a party withhold and apply sums, often across multiple contracts. A no-set-off provision does the opposite, requiring payments to be made in full without deduction, set-off, or counterclaim, which lenders and landlords insist on so cash keeps flowing while disputes are resolved separately. The clause allocates who carries the risk of a disputed cross-claim, and it is frequently one-sided in favor of the stronger party.
Lets a party deduct amounts it is owed from amounts it owes, settling debts on a net basis
Or waives set-off, requiring payment in full without deduction or counterclaim
Sets whether the right runs one way or is mutual
Decides whether set-off reaches debts arising under other contracts between the parties
Allocates the risk of a disputed cross-claim while the dispute is resolved
No-set-off language is near-standard in credit agreements and commercial leases, where the financed or leased party must pay regardless of disputes.
When You'll See It
The set-off clause appears in credit and loan agreements, commercial leases, supply and services contracts, construction agreements, and equity and compensation awards. Lenders and landlords draft a no-set-off waiver so payment cannot be held hostage to a dispute, while buyers and owners draft an affirmative right so they can recover from a defaulting counterparty. The wording varies most in finance and construction, where cross-contract set-off and disputed-amount carve-outs are negotiated closely.
It matters most where the parties have continuing money flowing both directions, such as an owner paying a contractor who owes back-charges, or a company paying an employee who owes the company. The more two-way the money, the more the set-off right is worth.
Examples
Barclays Bank PLC
Nationstar Mortgage LLC, Amendment Number Five to the Amended and Restated Loan and Security Agreement
No-set-off (waiver)
One-Sided
2024
"[…] all accrued and unpaid fees and expenses owed to Lender in accordance with the Facility Documents, in each case, in immediately available funds, and without deduction, set-off or counterclaim[…]"
PotlatchDeltic Manufacturing, LLC
BID Group Construction US Inc., Construction Contract
One-way (Owner) set-off
One-Sided
2022
"The Owner shall have the right to set off any amounts which the Contractor may owe to the Owner, whether arising under the Contract Documents or otherwise, against any amounts which may become payable by the Owner to the Contractor under the Contract Documents or otherwise."
Masco Corporation
Participant, 2024 Long Term Stock Incentive Plan Award Terms
One-way (Company) set-off
One-Sided
2024
"To the extent permitted under applicable law, the Company shall have the right to set off or withhold any amount owed to you by the Company or any of its subsidiaries or Affiliates for any amount owed to the Company by you under your Award Agreement."
JackieO, LLC
Atara Biotherapeutics, Inc., First Amendment to Lease
One-way (Tenant) set-off against rent
One-Sided
2025
"[…] so long as Tenant is not in Default under this Lease, then Tenant shall have the right to set off against the next monthly payments of Base Rent the amount of the award."
Negotiate
You want self-help
Get an express, broad right to set off amounts owed to you against amounts you owe.
Extend the right to debts arising under other contracts between the parties.
Allow set-off against disputed and undisputed amounts, with notice.
Keep the right exercisable without a court order or prior demand.
Make the right survive termination so you can net out final balances.
You are the lender, landlord, or vendor
Require payment without deduction, set-off, or counterclaim.
Limit any set-off to liquidated, undisputed amounts under the same contract.
Require advance notice before the other side applies a set-off.
Carve out disputed amounts so they are paid and litigated separately.
Make any no-set-off obligation mutual only where it genuinely cuts both ways.
Set-off decides who pays first and argues later. Know which side of that you are on before you sign.
Red Flags
A no-set-off waiver buried in the payment terms, forcing you to pay in full no matter the dispute.
A one-way set-off right that lets only the counterparty net, never you.
Set-off that reaches unrelated contracts, exposing one deal to grievances from another.
No carve-out for disputed amounts, so a contested charge can be self-collected.
Set-off allowed with no notice, so the first sign of it is a short payment.
FAQs
This content is for informational purposes only and does not constitute legal advice.
