As reported in the ContractsProf Blog, the phrase, unless otherwise stated in this agreement, is included in presenter Dan Rather`s contract with CBS. It was also considered in the opinion of a New York court of appeals in CBS` appeal of the Court of Justice`s refusal to dismiss Rather`s infringement action against CBS. If two jurisdictions reach different conclusions about significance, unless otherwise provided in this Agreement, this is a sign that you may want to find another way to articulate the interaction between two provisions. The sentence is intended to indicate that there may be exceptions to the agreement, but they must be explicitly stated, usually in writing. Legal documents try to be as broad as possible to cover as many outcomes/possibilities, and therefore would not be able to list all the possibilities. In such cases, it may be easier to list exceptions. Note the subtle difference between the two examples above, namely the limitation where such a different agreement can be concluded. It may make little sense, but it is sometimes useful. For example, if another provision of a framework agreement requires that all derogations from this framework agreement be inoperative, unless that derogation provision expressly states that it is provided for as a derogation and from which provision it deviates. The basic meaning is that the indicated condition/instruction/rule is applied in all cases; The only exception (i.e. if such a condition/instruction/rule is not applied), if it is otherwise VERBed. Unless other VERBed…, [condition-or-statement-or-rule] (= unless different VERBed…, [condition-or-statement-or-rule]) Best practices – be specific.
Instead of the abstract sentence, unless otherwise agreed, it is recommended to be specific and indicate which clause actually limits or qualifies this provision. The words, unless otherwise agreed, are sometimes inserted to invite the reader (at a later date) to propose a derogation to the destination. This is due to the fact that many people are psychologically inclined to believe that they are bound by the text of the Treaty (whereas the literal text may well imply flexibility that does not exist in words). Thus, many contractual prohibitions or restrictions are not per se set in stone, but require an appropriate explanation before a party waives an infringement in a particular context. The Supreme Court found, following an error, that paragraph 1(g) amended the `pay or play` provision by ignoring the original predetermination clause in relation to the rest of that subparagraph, which states that `[e]xcept shall be indicated differently in this agreement`; As the defendants rightly claim, the seven words are essential, as they require that paragraph 1(g) be read together with the `pay or play` provision, and that, therefore, paragraph 1(g) cannot amend the `pay or play` provision by requiring CBS to use Rather in accordance with a specific standard: listing them in sufficient numbers or in types of consignments….