As an attorney – especially as an attorney who is mired in contracts all day – I often see words in legal documents that never pop up anywhere else. You never see notwithstanding anything to the contrary herein or pari passu in a magazine or blog, and only occasionally in a novel (and that is only if the author has written a character who drops legalese so that the reader is aware that said character is, in fact, a lawyer). Unless you are a complete word geek like me, you likely do not have a copy of Black’s Law Dictionary on your shelves at home. This is my confession: I do have a copy of Black’s Law Dictionary on my shelf at home. It resides alongside a number of other books about the language of the law, including Law Talk and Trachtman’s The Supreme’s Greatest Hits (the Supreme’s in this case being the Supreme Court). I am a complete word geek; worse, I am a legalese geek.
So, you can imagine my surprise when I came across a phrase in a contract last month that I didn’t know: mutatis mutandis. I googled it, ran down the hall to a senior partner’s office, printed search results in hand, and asked if he knew it. Nope. Neither one of us had seen mutatis mutandis before. I felt like an explorer in the jungle: I had found a rare phrase out in the wild.
Most of my clients have never before seen the phrases in the documents I review for them. My role as an attorney is to first parse that bizarre language, and then advise my client whether that phrase is a good thing or a bad thing. I love the language of the law, and I love sharing my knowledge with my clients. So, I’m endeavoring to send out a weekly post with a new word or phrase each week, and my layman’s explanation. It is legalese explained.
And, for this first post, I’m sharing the definition of the rare phrase I found last month: mutatis mutandis.
The necessary changes. This is a phrase of frequent practical occurrence, meaning that matters or things are generally the same, but to be altered, when necessary, as to names, offices, and the like. (The Law.com Law Dictionary and Black’s Law Dictionary 2d Edition, 2019).
So, what exactly does that mean? In the contract I was reviewing, mutatis mutandis referred to the way the contract was to be read when a future venture capitalist investor took over ownership from another party. It simply meant that everything else in the contract was going to remain the same – all the terms, payments, rights and responsibilities were the exact same even if the one party to the contract was replaced by the venture capitalist. Everything else was the same, the people just changed. Mutatis mutandis is a much simpler phrase than rewriting the lengthy contract terms for a new party.
If you have a legal phrase or word you would want to see featured shoot me an email at firstname.lastname@example.org.
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