There are a large number of words which commonly appear in legal contracts that must be understood in order to effectively interpret and use Legal English. “Subject to” and “notwithstanding” are two expressions that can cause some confusion. A Legal English training course will help you further understand these words to ensure you can write and interpret Legal English as effectively and correctly as possible. Here you will find a brief summary of how to effectively interpret and use these terms.
The phrases “subject to” has two meanings:
(a) a cross-referencing phrase
(b) a phrase introducing a conditional sentence such as “provided that”
The phrases “subject to” and “notwithstanding” are used as a cross-referencing phrases linking a main rule to an exception:
1.1 Subject to Clause 3.2, the price of the products is set out in Schedule 2.
1.2 Notwithstanding Clause 3.1, The Seller is entitled to change the price, by giving the Buyer seven days’ prior written notice.
“Subject to” looks ahead to the exception whereas “notwithstanding” looks back to the main rule. A more plain English synonym for “notwithstanding” is “despite”. The drafter can select either of these phrases depending on where he wishes to place the emphasis.
If the phrase “subject to” were omitted, the meaning of the clause would still be clear. Its purpose, however, is to emphasise the relationship between the main rule (the price set out in the schedule) and the exception whereby the Seller may unilaterally change the price. It’s more important to use these phrases when there is a big gap between the main rule and the exception.
The phrase “subject to” may be used in order to introduce a conditional sentence. For example, by replacing the word “by” in the example given in clause 3.2 above, it would then read as follows:
3.2 The Seller is entitled to change the price subject to giving the Buyer seven days’ prior written notice.
Where “subject to” is used in a contract for cross-referencing purposes, it’s advisable not to use it in conditional sentences as well to ensure clarity.
Anyone taking aLegal English training course or looking to improve their Legal English skills can benefit immensely from reading through the key words and their meanings that we highlight in this series about the language of contracts.
© Communicaid Group Ltd. 2011