Revisiting “Setoff” and “Offset”

Every once in a while, I revisit a subject I made a hash of previously. Now is one of those times.

I did this 2014 post on the setoff and offset. Because of an oversight on my part, the topic never made it into MSCD. I exhumed it for the fifth edition, and in the process realized that my 2014 post was massively lame. So here’s my new take, and let us never speak of the 2014 post ever again!


The nouns setoff and offset mean the same thing; so do the corresponding verbs. Pick whichever noun you prefer and stick with it, be consistent in how you spell it, and use the corresponding verb.

Black’s Law Dictionary gives as a definition of the noun setoff “A debtor’s right to reduce the amount of a debt by any sum the creditor owes the debtor; the counterbalancing sum owed by the creditor.” It’s easy to find the variant spellings set-off and set off, but use setoff.

The noun offset is used in the United States to mean the same thing. Garner’s Dictionary of Legal Usage, at 631, says the noun offset “is perfectly acceptable in American legal writing.” See, e.g., Citizens Bank of Maryland v. Strumpf, 516 U.S. 16, 18 (1995) (“The right of setoff (also called ‘offset’) allows entities that owe each other money to apply their mutual debts against each other … .”).

Garner’s Dictionary of Legal Usage, at 812, says the verb form of setoff “is written as two words—e.g.: ‘on the other hand, a subsequent agreement between the parties to set-off [read set off] a claim of the buyer in satisfaction of part of the purchase price may satisfy the statute.’”

Regarding use of offset as a verb, Garner’s Dictionary of Legal Usage, at 631, waffles in saying that it “might be considered inferior to set off, although it cannot rightly be condemned as an error.” An example offered in Garner’s Dictionary of Legal Usage is “The division of property was, or will be, approximately equal and the two amounts would offset each other.” Welsh v. Welsh, 869 S.W.2d 802 (Mo. Ct. App. 1994). If the noun offset is acceptable in the United States, it would be precious to object to the verb offset. Searches of to set off and to offset on the U.S. Securities and Exchange Commission’s EDGAR system suggest that the verbs set off and offset are used about as often.

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.

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