Legal Definitions - notwithstanding

Notwithstanding is a legal term that means "despite" or "in spite of." It is used to indicate that a particular statement, rule, or provision remains valid or takes precedence, even when other conditions or rules might suggest a different outcome. Essentially, it signals that what follows the term overrides or creates an exception to something previously stated.

• Example 1: Corporate Bylaws

  Imagine a company's bylaws state, "All major corporate decisions require approval by a two-thirds majority of the Board of Directors." However, a subsequent clause specifies, "Notwithstanding the two-thirds majority requirement, any decision to sell company assets exceeding $10 million must receive unanimous approval from all directors."

  Explanation: This example illustrates that despite the general rule requiring only a two-thirds majority for most major decisions, the specific, more stringent requirement for selling large assets (unanimous approval) takes precedence. The "notwithstanding" clause creates an exception to the general rule.

• Example 2: Government Regulations

  Consider a local zoning regulation that states, "No new commercial buildings shall exceed three stories in height." A special provision for a specific development project might read, "Notwithstanding Section 4.1 of the City Zoning Code, the approved mixed-use development at 123 Main Street may include one building up to five stories tall."

  Explanation: Here, the "notwithstanding" clause grants an exception to the general three-story height limit for commercial buildings. It means that despite the general rule, the specific development project is permitted to have a taller building due to a special approval.

• Example 3: Employment Contracts

  An employment contract might state, "All employees are eligible for an annual performance bonus based on company profits." However, a clause for a new hire might add, "Notwithstanding the general bonus eligibility criteria, Mr. Smith's employment agreement guarantees a minimum bonus of $5,000 for his first year of service."

  Explanation: This demonstrates that even though the standard bonus is tied to company profits, Mr. Smith's specific contract provision overrides that general rule for his first year, guaranteeing him a minimum bonus regardless of the company's profit performance.