What Does Notwithstanding Mean?

Written by Wesley Henderson

March 9, 2024

image of word notwithstanding in dictionary

If you’re a freelance business owner, you might have encountered the word “notwithstanding” in service contracts at some point. This word indicates that a particular condition or statement will remain valid even if another action or circumstance occurs. Let’s do a deeper dive into this word below.

Notwithstanding Meaning in Law

In law, the term “notwithstanding” is synonymous with “despite” or “regardless.” This term is often used in legal documents to indicate that a particular provision or clause takes precedence over another, even if the other provision might contradict. (For the record, we don’t use it on our contracts because it’s confusing.)

For example, a contract may state that “notwithstanding any other clause in this agreement, Party A shall be responsible for all costs incurred during the course of the project.” In this case, “notwithstanding” means that Party A will still be responsible for all costs regardless of any other provisions in the contract.

Most of the time, you’ll encounter this word in contracts and other documents to indicate liability. It’s often used to make the language in such documents more concise and less convoluted. You can also find it in statutes or laws, where it serves to specify certain exceptions or conditions that must be met.

Are There Any Advantages To This Word?

Despite its confusing nature, “notwithstanding” serves numerous advantages. Here are some of them:

  • Clarity of Terms: Notwithstanding clauses make it evident that a specific provision is the most important in a contract, and no other clause should override or modify its terms.
  • Preserves Intention: In legal documents, there are times when a provision may unintentionally contradict another. A notwithstanding clause can help ensure that the parties’ original intention is still preserved.
  • Provides Legal Protection: By using a notwithstanding clause, parties can protect themselves from any potential legal disputes or challenges arising from conflicting terms in a contract.

Notwithstanding vs Subject To

Some legal terms might be used similarly, but they don’t always mean the same thing. In law, “notwithstanding” and “subject to” are often used interchangeably, but there’s a slight difference between them.

The term “subject to” means that a particular provision (let’s call it Provision A) is dependent on another (Provision B) and may be modified or overridden by Provision B.

For example, a contract may state that “Party A shall pay the agreed-upon amount subject to the completion of the project within the specified time frame.” This application means that Party A is only obligated to pay if Provision B (the project’s timely completion) is fulfilled.

On the other hand, “notwithstanding” specifies that a provision takes precedence over another, regardless of any conflicting provisions.

Using the previous example, if the contract states that “Party A shall pay notwithstanding any delays in project completion,” Party A is still obligated to pay even if Provision B (timely completion) is not fulfilled.

In Conclusion

With all this confusing jargon and terminology being used, it can often feel like these are just confusion tactics employed by lawyers and legal experts  (and a lot of times there are better words that would be more clear).

Understanding the meaning and implications of words like “notwithstanding” is crucial in navigating legal documents, helping to protect your rights, clarify terms, and avoid potential disputes or misunderstandings.

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