Subject to

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A kind of evil twin to “notwithstanding anything to the contrary hereinbefore contained”, “subject to” or “subject always to” is special kind of throat-clearing paddery, any preamble prefaced this way or its flannelesque variants — subject to any provisions herein to the contrary; subject to agreement to the contrary; that kind of thing — speaks to nervousness about one’s own drafting, or the sacred right of merchants to make and adjust their commercial arrangements as they see fit — the latter nervousness egged on by the perverse ruling in Rock Advertising Limited v MWB Business Exchange Centres Limited as to the legal effect of no oral modification clauses.

“Subject always to” leaves open the door that other, less fulsomely expressed contingencies might be a bit spotty. Does a mere “subject to” mean things are only “subject sometimes to” — and if so how should one infer when, and when not?

See also

• No oral modification and Rock Advertising Limited v MWB Business Exchange Centres Limited
• Notwithstanding anything to the contrary hereinbefore contained