The court ruled in favor of the mining company and concluded that “herein” referred only to sales via production license fees. The court pointed out that the phrase “Nevertheless” appeared in the middle of a long paragraph on production licence fees. It was not a stand-alone paragraph elsewhere in the agreement: “If the provision was intended to provide for a minimum payment due each year on the anniversary of its entry into force, it would be expected that this would be set out separately.” Id. at p. 473. In this example, the author`s intention is to ensure that the current provision prevails over Article 5 of the Agreement and uses “any other contrary provision” as a just fallback to protect that clause from further unintended conflicts in the Agreement. The High Court case of Royal Mail Estates Limited v. Maple Teesdale Borzou Chaharsough Shirazi recently faced the interpretation of a contrary agreement. In this case, Kensington Gateway Holdings Ltd (the “Company”) purported to enter into a contract with Royal Mail Estates Limited (“Royal Mail”) for the sale and purchase of real estate. Under the deal, Royal Mail agreed to sell property for £20 million.
The “Buyer” has been defined in the Agreement as the Company. This case teaches that “challenge” clauses are bad tools when trying to tie a contract without creating surprises. The case also shows the dangers of the word “here.” “Here” can refer to anything – the whole agreement, just a paragraph, or just a specific concept in the agreement. This is a lazy way to make a point. We will examine independently of the meaning of the law, examine variations in judgment independently of things to the contrary, assess its legal implications, legal challenges, examples and more. “Notwithstanding anything to the contrary in this Agreement, the parties agree that Party A will not indemnify Party B for any claim by third parties arising out of Party B`s acts or omissions.” What does “notwithstanding any provisions to the contrary” mean? A contrary agreement often occurs when a contract between two or more parties is sought, but one or more of the parties are a company that has not yet been established. In fact, the contract has a party who, unless otherwise agreed, is a person acting for or as an agent for the company. The person/agent is therefore personally liable, unless otherwise agreed. Maple Teesdale sought a summary verdict because it felt Royal Mail`s claim should fail because Maple Teesdale was not a party to the contract. The defendants argued that the phrase “the benefit of this contract is for the buyer personally” constituted an agreement contrary to the meaning of Article 36C(1).
The dispute was summed up in the sentence that began with “Regardless of what is contained in this document” and was in the middle of the paragraph on production license fees. What did “here” mean? If it were the entire deal, the mining company owed $75,000 a year, no matter what. However, if the term “present” referred only to the paragraph on production royalties, in the absence of mining, there would never have been liability for production royalties, so the mining company was not obliged to pay the minimum production royalty. Either way, everything else means “despite everything that has been implied before.” In such a situation, unless expressly agreed otherwise, any person benefiting from an easement must contribute in proportion to the costs of their maintenance and repair. “Notwithstanding Article 5 of the Agreement or any other provision to the contrary, the parties agree … There are many ways to write the sentence notwithstanding anything to the contrary to mean the same or something similar, such as: Using the phrase notwithstanding other provisions to the contrary or notwithstanding other provisions hereof may help you adjust certain contractual rights and obligations without changing other areas of the contract. The main purpose of using this expression, notwithstanding anything to the contrary, is to give more weight to one contractual term, statement or provision over another. In another clause, you can say that, notwithstanding anything to the contrary, the customer is responsible for paying a $100 cancellation fee. If a lawyer uses the phrase “notwithstanding anything to the contrary” in contracts, the purpose is to ensure that this contractual provision supersedes any other provision of the contract on the same subject matter or can be substantially contradictory. In other cases, the use of “notwithstanding anything to the contrary” is to enter into an agreement and avoid amending other sections of the contract that have already been negotiated and agreed. In 2016, the mining company exercised its right to transfer ownership and the agreement. The landowner filed a lawsuit to obtain minimum production license fees for the short term of the agreement.
The landowner argued that the “whatever” wording in the middle of the paragraph about production royalties required the mining company to pay at least $75,000 per year, whether or not it developed the land, that is, the annual catch-up agreement implied that if the mining operation did not take place within a year and that, therefore, the mining company did not pay any production royalties. it should still be $75,000 a year. “Quite the opposite” essentially means that. If one clause in a contract says that a customer can terminate the contract at any time without penalty, and another says that, despite any provision to the contrary, there will be a termination penalty of $100, how should you interpret that? In order to avoid unwanted design issues to your detriment, it may be helpful to make it clear which other provision of the contract you may want to prevail with the opposite sentence. Here is an example of the expression used in a contract notwithstanding provisions to the contrary: employment at will therefore constitutes a standard contract, it is the agreement concluded between employers and employees without agreement to the contrary (e.B. a trade union contract). In a paragraph of the agreement that dealt with payment, the mining company agreed to pay production royalties based on the amount of material it was extracting. The paragraph that covered the production licence fee read as follows: “Notwithstanding anything to the contrary in this document, the lessee shall pay the lessor a minimum annual production licence fee of $75,000.” Id. at p. 472. The paragraph goes on to say that if production royalties were less than $75,000 in a given year, the mining company would make a catch-up payment at the end of the year.
Whenever a lawyer is tempted to introduce a “whatever” clause into an agreement, they should step back and find a way to make the point well, once, and in a way that any reader (i.e., the court) will understand. And if the lawyer still can`t resist the temptation, he should at least clarify what “here” means. This is despite the contrary cooperation agreements concluded before the implementation of the programme. In order not to disrupt the negotiations between the contracting parties, the author will insert the phrase “notwithstanding any provision to the contrary” in order to include provisions in the contract at the last minute, without worrying about other changes in the text of the contract. Notwithstanding anything to the contrary, this means any condition that may conflict with such provision or statement. Achieving a diverse student body is at the heart of the Faculty of Law`s actual institutional mission, and its “good faith” is “assumed” unless “the opposite is demonstrated.” The court also noted that another paragraph states that production royalties “shall be based on the removal of [materials] from […]. ownership. Id. at p.
474. The “whatever” clause does not seem to have overcome this wording. Other less interesting parts of the deal also led the court to close, and the landowner lost. This means, despite everything else in the law, that it can convey a contradictory message or meaning. The court dismissed the appeal and ruled in favour of Royal Mail, holding that the wording of the clause in question should objectively mean that “the parties intended that the contract should not become as effective as it was concluded with the agent” in order to form a contrary agreement under Article 36C, paragraph 1. Generally speaking, this principle advises that unless there is a reason to the contrary, we give the same priorities to competing hypotheses. .
