Subject to
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Towards more picturesque speech™
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A kind of evil twin to “notwithstanding anything to the contrary hereinbefore contained”, “subject to...” is special kind of throat-clearing paddery: any preamble prefaced this way or its flannelesque variants — “subject always to”; “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 worse, nervousness about the sacred right of merchants to make and adjust their commercial arrangements as they see fit — the latter needlessly 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.
Wherefore “subject always to”? Well, to easily disturbed minds, it shuts a door that less fulsomely-expressed contingencies might have left open. Could “subject to ~” be read as to imply things are only “subject sometimes to ~”, and other times not? Yes, yes: the plain-speakers among you will cavill at such limp-mindedness, and the JC would be at your shoulder if you did, but if you can confect a better rationale for imposing that “always”, your imagination is more gruesome even than his.
“Subject to” also often heralds a forthcoming clause cross reference. As we argue elsewhere, cross references in legal contracts are a kind of Kell of disorganised or or fussy drafting.