The Case of the Duelling "Notwithstanding" Clauses

Lawyers drafting contracts (including operating agreements for LLCs and other business entities) often use "notwithstanding anything to the contrary" clauses to lend preclusive effect to a particular section.  For example, an agreement might contain a provision that "notwithstanding anything to the contrary in this agreement, any Member may engage in other business without the permission of the Company or the other Members."

But what happens when a contract contains mutually-exclusive "notwithstanding" clauses? At New York Business Divorce, Peter Mahler profiles one such case, and notes this is not the first time this issue has arisen.

 

Category: 

Tag: 

By: