The notwithstanding definition is "despite" or "in spite of." In contracts and statutes, the word often introduces a provision that applies even when another provision appears to conflict with it.
Key Takeaways
- Notwithstanding usually means "despite," "in spite of," or "nevertheless."
- The word can function as a preposition, adverb, or conjunction.
- In legal writing, "notwithstanding X" generally means the current provision controls despite X.
- "Notwithstanding the foregoing" refers to material stated earlier, but its exact scope may be unclear.
- "Notwithstanding" gives priority to a clause, while "subject to" makes a clause subordinate to another provision.
- Specific references, such as "notwithstanding Section 8," are usually clearer than broad references to an entire agreement.
What Does Notwithstanding Mean?
Notwithstanding means that something remains true or will happen despite another fact, condition, or objection. It is a formal word. You will encounter it more often in contracts, statutes, policies, court documents, and formal business writing than in everyday conversation.
The word can perform three grammatical functions:
- Preposition: "Notwithstanding the delay, the project continued." Here, it means "despite the delay."
- Adverb: "The project was delayed, but it continued notwithstanding." Here, it means "nevertheless" or "even so."
- Conjunction: "Notwithstanding that the project was delayed, the team completed it." Here, it means "although" or "even though."
A simple substitution test can help. Replace "notwithstanding" with "despite" when it appears before a noun or noun phrase. Replace it with "even though" when it introduces a complete idea. If the word appears independently, "nevertheless" may be the best substitute.
Notwithstanding is one word, not "not withstanding." Its pronunciation places the main emphasis on "stand," as in not-with-STAND-ing. Although the word looks like a combination of three familiar words, you should read it as a single formal term expressing contrast or an exception.
Notwithstanding Definition and Examples in Sentences
The position of notwithstanding can change without substantially changing its basic meaning. It commonly appears before the fact being disregarded, after that fact, or at the end of a sentence.
- Before its object: "Notwithstanding the supplier's objections, the buyer approved the revised schedule." This means the buyer acted despite the objections.
- After its object: "The supplier's objections notwithstanding, the buyer approved the revised schedule." This uses a more formal, somewhat old-fashioned word order.
- At the end: "Several managers opposed the plan. The company adopted it notwithstanding." In this position, the word means nevertheless.
- With a fact: "Notwithstanding the fact that demand fell, the store remained open." A shorter version would be, "Despite falling demand, the store remained open."
In ordinary writing, "despite" is often clearer. For example, "despite the rain" communicates the same basic point as "notwithstanding the rain." "Nevertheless" works when the contrast stands alone, as in, "The forecast was poor. Nevertheless, the event continued."
The phrase does not always indicate a legal override. Context matters. In a newspaper article or business email, it may simply contrast two facts. In an agreement, policy, or statute, it may create an exception or establish which rule has priority. Look at what follows the word and identify the specific fact, clause, or rule that the writer intends to disregard.
Notwithstanding Meaning in Law
The notwithstanding meaning in law builds on the ordinary definition. A legal provision beginning with "notwithstanding" generally applies despite the text identified after the word. If two provisions conflict, the notwithstanding clause is written to prevail over the referenced provision.
Consider this simplified example: "Notwithstanding Section 6, the customer may cancel the service after providing written notice." If Section 6 otherwise restricts cancellation, the later sentence creates an exception to that restriction. The phrase does not erase Section 6. It makes Section 6 yield to the stated cancellation right to the extent the two provisions conflict.
The same function appears in statutes. A legislature may state that a rule applies notwithstanding another identified provision. That wording signals priority within the scope of the statutory text. It does not necessarily resolve every issue under other laws or every factual situation.
Courts generally read clear notwithstanding language as evidence that the drafter intended an override. Courts may also try to interpret provisions together so that both remain effective when they can reasonably coexist. The document, governing law, disputed language, and surrounding provisions can therefore affect the result.
For a reader, the practical question is simple: What text is this clause telling me to set aside? Find the words immediately after notwithstanding. Then compare the overriding clause with the referenced text. The override usually matters only where an actual conflict exists, although broadly drafted language can create uncertainty about how far it extends.
Notwithstanding the Foregoing Meaning and Clause Patterns
Legal documents use several common notwithstanding patterns. Each pattern points to a different potential scope, so small wording changes can have significant drafting consequences.
- "Notwithstanding the foregoing": This means "despite what was stated earlier." The difficulty is identifying how much earlier text "the foregoing" includes. It could refer to the previous sentence, paragraph, subsection, or a larger block of text.
- "Notwithstanding Section X": This directs the reader to a specific provision. It usually provides a clearer scope because the drafter has identified the rule that must yield.
- "Notwithstanding anything to the contrary in this Agreement": This states that the current clause wins over conflicting language anywhere in the agreement. It creates a broad override and may reach provisions the drafter did not focus on.
- "Notwithstanding anything herein to the contrary": "Herein" generally refers to the document containing the clause. The phrase performs the same broad priority function but may sound less direct to a non-lawyer.
- "Notwithstanding the fact that": This usually introduces a contrast rather than a clause-priority rule. In plain English, it means "despite the fact that" or "even though."
Broad language may appear efficient because it avoids listing every potentially inconsistent section. It also increases the chance of an unintended override. A focused reference makes it easier for the parties, reviewers, and a court to determine what the clause was designed to accomplish.
If conflicting contract clauses are contributing to a real dispute, you can post your legal need on UpCounsel's marketplace. A contract attorney can compare the provisions, determine which clause was intended to control, review the governing-law terms, and explain possible remedies or negotiation options. Responses typically arrive within a day, helping you assess the language before taking action that could increase the dispute.
Notwithstanding vs. Subject To, Despite, and Other Alternatives
Notwithstanding and "subject to" both describe a relationship between rules, but they point in opposite directions. A notwithstanding clause claims priority. A clause that is subject to another provision yields to that other provision.
| Phrase | Usual Function | Which Provision Wins? |
|---|---|---|
| Notwithstanding Section 4 | Creates an override or exception | The current clause wins over Section 4 where they conflict |
| Subject to Section 4 | Makes the current clause subordinate | Section 4 wins |
| Except as provided in Section 4 | States a specific exception | Section 4 supplies the exception |
| Provided that | Adds a condition or qualification | The result depends on satisfaction of the stated condition |
| Despite | Expresses contrast in plainer language | Usually follows the same direction as notwithstanding |
For example, "Subject to Section 10, the tenant may assign the lease" means the assignment right must comply with Section 10. "Notwithstanding Section 10, the tenant may assign the lease" means the assignment right is intended to operate despite conflicting restrictions in Section 10.
"Despite" and "in spite of" are close synonyms for notwithstanding when the word appears as a preposition. "Nevertheless," "however," and "nonetheless" may work when it functions as an adverb. "Although" and "even though" may work when it functions as a conjunction. The best alternative depends on the grammar and the intended legal relationship, not merely personal style.
How to Draft a Notwithstanding Clause Clearly
Use notwithstanding only when you intend to create a priority rule or a clear exception. Adding it as general legal-sounding language can conceal conflicts rather than resolve them.
- Name the provision being overridden. "Notwithstanding Section 7.2" is more precise than "notwithstanding anything to the contrary." A direct cross-reference limits the reader's search.
- Describe the extent of the override. State the particular right, duty, deadline, or condition that applies differently. Avoid language that could override unrelated obligations.
- Place the phrase near the rule it changes. Beginning the relevant sentence with the phrase alerts the reader to the exception before the operative language appears.
- Check every cross-reference. Section numbers can change during revisions. Confirm that each reference still points to the intended clause before signing.
- Look for competing priority language. Two clauses may each claim to apply notwithstanding the other. These dueling clauses can create ambiguity instead of establishing a hierarchy.
- Test the plain-English result. Replace the phrase with "despite" and read the sentence again. Then state which clause wins. If the answer remains uncertain, revise the language.
You can often make an exception clearer with language such as "except as provided in Section 5" or "Section 5 does not apply to..." A proviso beginning with "provided that" may be appropriate when you need a condition rather than an override. These options are not interchangeable, so choose wording that reflects the actual relationship between the provisions.
Finally, review the agreement as a whole. A carefully worded exception can still produce an unexpected result if defined terms, schedules, amendments, or related clauses point in another direction.
Reading Notwithstanding in a Contract
When you find notwithstanding in a lease, employment agreement, purchase contract, or statute, pause before reading ahead. The word is a priority signal. Use the following process:
- Identify the controlling statement. Read the entire clause introduced by notwithstanding. Determine the right, obligation, prohibition, or exception it creates.
- Find the referenced text. If the clause names a section, read that section. If it says "the foregoing," inspect the preceding sentences and subsection structure. If it refers to the entire agreement, search for related terms throughout the document.
- Locate the conflict. Ask whether both provisions can operate together. If they can, an override may not be necessary. If they cannot, the notwithstanding language indicates that its clause should control.
- Check the scope. Determine whether the exception applies to one event, one party, one obligation, or every conflicting term.
- Review related documents. Amendments, addenda, schedules, and incorporated policies may affect the analysis.
Do not assume that notwithstanding automatically cancels everything that came before it. The clause usually addresses identified or contrary text, and its effect depends on the words surrounding it. If you are acting on the provision, document the interpretation you are relying on and identify any language that supports a different reading.
Frequently Asked Questions
Does Notwithstanding Mean Regardless?
Notwithstanding can mean "regardless of" in many sentences, but the terms are not always perfect substitutes. "Regardless of" emphasizes that a fact does not affect the result, while notwithstanding often creates a formal contrast. In legal drafting, notwithstanding may also establish priority between provisions, which "regardless" may not communicate as precisely.
What Is a Synonym for Notwithstanding?
The closest synonym is usually "despite." Depending on the sentence, you may also use "in spite of," "nevertheless," "nonetheless," "however," "although," or "even though." Choose the substitute by grammatical function. "Despite" commonly replaces a preposition, while "nevertheless" is more suitable when the word stands alone as an adverb.
What Does "No Obstante" Mean?
"No obstante" is a Spanish expression that can mean "notwithstanding" or "nevertheless." In some contexts, "a pesar de" expresses the related meaning "despite" or "in spite of." Translation depends on the sentence's grammar and context, so legal documents should not rely on a word-for-word substitution without review.
What Is Notwithstanding in French?
French translations of notwithstanding include "malgré" and "en dépit de," both of which can convey "despite" or "in spite of." The proper expression depends on the surrounding sentence. Contract translation also requires attention to the legal effect of the full clause, not only the dictionary meaning of one word.
What Does Notwithstanding Mean in the Bible?
Notwithstanding generally keeps its ordinary meaning when it appears in a Bible translation: "despite that," "nevertheless," or "even so." It does not acquire one fixed theological definition merely because it appears in a religious text. The intended meaning depends on the verse, the translation, and whether the word connects contrasting statements or introduces an exception.
Is "Not Withstanding" the Correct Spelling?
No, notwithstanding is normally written as one word when it means "despite" or "nevertheless." Writing "not withstanding" as two words would ordinarily suggest that something is not enduring or resisting something else. In a contract, statute, or formal sentence expressing contrast, use the single-word form.
