What does ‘notwithstanding’ mean in Legal English?
Notwithstanding is common in contracts, judgments and formal legal writing. In general English it means despite, in spite of or although.
Lesson handout
General English use: despite, although
Notwithstanding the economic problems, my client paid the invoice.
This means that economic problems existed, so non-payment might have been expected. However, the client paid. In plainer English: Despite the economic problems, my client paid the invoice.
Grammar
| Point | Explanation | Example |
|---|---|---|
| Position | It often appears at the beginning of a clause, but it can also appear later. | Notwithstanding the delay, the work continued. |
| What follows it | As a preposition, it is followed by a noun or noun phrase. | notwithstanding the limitations in clause 12.5 |
| Relationship | It introduces a contrast or an unexpected result. | The licence was unregistered; notwithstanding that fact, the licensee could sue. |
| Punctuation | When it begins an introductory phrase, place a comma after that phrase. | Notwithstanding the objection, the court made the order. |
Legal English use: Common contract uses
| Wording | What it tells the reader | Clearer alternative |
|---|---|---|
| Notwithstanding clause 12.5, … | The present clause takes priority over the specifically named clause. | Clause 12.5 does not apply to … |
| Notwithstanding anything to the contrary in this agreement, … | The present clause may override any conflicting provision in the agreement. | Identify the clauses being overridden. |
| Notwithstanding the foregoing, … | The present wording overrides something written earlier, but the exact scope may be unclear. | Name the exact sentence, paragraph or clause. |
Worked examples
Notwithstanding the limitations of liability in clause 12.5, the parties remain fully liable for direct losses arising from a breach of confidentiality.
The limitation in clause 12.5 does not protect a party from liability for these confidentiality losses.
Notwithstanding anything to the contrary in this agreement, failure to obtain a work permit does not constitute force majeure.
If another provision suggests the opposite, this sentence is intended to prevail.
The licensee may bring infringement proceedings, notwithstanding the fact that the licence was not entered in the register.
The missing registration does not prevent the licensee from starting proceedings.
Should you use it?
You should understand notwithstanding because you will find it in legal texts and exams. Whether you use it is a drafting choice. In contracts, broad phrases such as notwithstanding anything to the contrary can make it difficult to identify which clauses have priority.
For more help with Legal English and plain-English drafting, see Practical English Language Skills for Lawyers.
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