What is the exact meaning of except as otherwise in the following phrase?

Except as otherwise provided in these bylaws,

It seems it's very common in the legal contexts. It is used frequently in phrases like these:

except as otherwise specified in this agreement

except as otherwise agreed

except as otherwise expressly set forth herein

  • 1
    In my humble opinion, at the language level, it means precisely what it means word by word; and I believe that you already know all the words there (except, as, otherwise, etc). It may be useful if you say more about your confusion. Or is it just that you know its meaning, but want to discuss this phrase in legal aspects? If that's the case, Law may be helpful. Dec 6, 2015 at 13:08
  • @DamkerngT. I just need a simple version of this if any. It's kind of difficult for me to rephrase it.
    – Ali Erfani
    Dec 6, 2015 at 13:13
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    Got it! I'll give it a try. Dec 6, 2015 at 13:16

2 Answers 2


Here is a possible paraphrase (I keep it simple):

Except as otherwise VERBed ..., [condition-or-statement-or-rule]
(= Unless it is VERBed otherwise ..., [condition-or-statement-or-rule])

The basic meaning is that the stated condition/statement/rule is applied in all cases; the only exception (i.e., when such the condition/statement/rule is not applied) is when it is VERBed otherwise.

For example,

a) Except as otherwise agreed in writing, title to any items of property listed as "Government property" shall pass directly to the Government; ...
(= Unless it is agreed otherwise in writing, title to any items of property listed as "Government property" shall pass directly to the Government; ...)
The Code of Federal Regulations of the United States of America

  • 1
    Note that there is a small but potentially important difference between your two versions. Suppose there is a written agreement that says that the title of such-and-such item will not pass directly to the Government. The "Unless" version means that this entire clause is canceled for all items, whereas the "Except as" version means that this clause is only canceled for that one item, but still applies to any other items. This is the purpose of the "except as" formula.
    – ruakh
    Dec 6, 2015 at 19:06

@Damkerng is correct that the literal meaning is the meaning.

The phrase is to point out 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 in covering as many outcomes/possibilities, and so would not be able to list all possibilities. In such cases, it may be simpler to list the exceptions.

A complementary phrase which gets used is includes, but is not limited to where examples of conditions are listed i.e. water damage, fire damage, wind damage are listed but other conditions may apply

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