By Dena Falken
Every contract has a pecking order, and one word sits at the top of it: “notwithstanding.”
When a clause begins “notwithstanding anything to the contrary,” it is announcing that it wins. Whatever the rest of the agreement says — earlier sections, later sections, schedules — this clause overrides it. I have watched experienced executives sign documents where a single notwithstanding clause quietly dismantled protections their own team had negotiated three sections earlier. Nobody noticed, because nobody read the first word.
In cross-border drafting this is where precision stops being style and becomes money. If the override is intentional, “notwithstanding” is a scalpel — it settles conflicts between clauses before they become disputes. If it slipped in from a template, it is a loaded weapon pointed at your own deal.
Read the first word of every clause. The contract’s power structure is printed right there.
Dena Falken
Founder, Legal-Ease International
B.A. American University · J.D. Columbus School of Law, Catholic University of America
Author: https://www.amazon.com/author/denafalken.com
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