Also known as: unless otherwise agreed
Written by attorneys · grounded in primary & secondary sources — see below
A contractual or statutory qualifier providing that a stated rule governs only in the absence of contrary agreement by the parties.
Nexus Financial promised Northstar Logistics to pay a supplier invoice on Northstar's behalf. Northstar and Nexus agreed in writing that the supplier would have no direct enforcement rights. When the supplier later sued Nexus for nonpayment, the court held the supplier was not an intended beneficiary because the parties had agreed otherwise.
Nova Pharmaceuticals contracted to deliver vaccines to Nightingale Healthcare. Nova delegated the final delivery leg to a subcontractor. Nightingale had previously insisted in the contract that only Nova could handle delivery because of strict temperature controls. Nova remained liable when the subcontractor caused spoilage.
Select any source to read its text and confirm it supports the definition.
Neil Nair and Naomi Norton formed a limited partnership. A creditor obtained a judgment against the partnership for unpaid rent. Neil and Naomi had signed a side agreement with the landlord limiting their personal liability to the partnership assets. The landlord could not collect the deficiency from the partners personally.
Noah Nakamura agreed in a divorce decree to pay Naomi Norton monthly maintenance. The decree contained no written clause extending payments after remarriage. When Naomi remarried two years later, Noah's obligation ended automatically under the default rule.
Neville Norton joined an existing partnership that already owed a supplier for equipment. The supplier later sued all partners for the unpaid balance. Because the debt arose before Neville joined and the supplier never agreed to limit recourse, Neville had no personal liability.
Nina Nielsen repeatedly accepted late payments from Noelle North over three prior contracts without objection. In their current agreement, which was silent on timing, Noelle again paid late. Nina could not enforce strict on-time payment because the prior course of dealing qualified the agreement.
The phrase signals that the stated default rule applies only when the parties have not reached a contrary agreement. It preserves party autonomy to vary the rule by express or implied assent.
No. The phrase permits variation by any agreement, written or oral, unless the governing statute or rule expressly demands a writing. Courts look to the parties' manifestations of assent.
The phrase allows a prior course of dealing to qualify or supplement the agreement unless the parties have expressly agreed otherwise. Consistent prior conduct can therefore displace a default rule.
No. The default rule applies precisely when the parties have not agreed otherwise. Silence or failure to contract around the rule leaves the default in force.
…Commercial Code, which now so pervasively governs the subject matter with which it deals, provides in Art. 9, § 9-503, that: "Unless otherwise agreed a secured party has on default the right to take possession of the collateral. In taking possession a secured party may proceed without judicial process if this can be done without breach…