What is the meaning of mutatis mutandis?
What is the legal definition of mutatis mutandis?
How is it used in contracts or legal documents?
In this article, we will break down this confusing Latin phase and tell you precisely what it means in law, when it is generally used and what it entails.
Are you ready?
Let’s get started!!
Mutatis mutandis meaning
So what is mutatis mutandis in law?
Mutatus mutandis is a Latin phrase commonly used in law, economics and philosophy.
It’s a legal jargon that lawyers and attorneys love to use in legal documents.
Mutatis mutandis in English essentially means “once the necessary changes have been made”.
The Cambridge Dictionary defines mutatis mutandis as “used when comparing two or more things to say that although changes will be necessary to take account of different situations, the basic point remains the same”.
The phrase Mutatis mutandis is used in contract law for example to refer to a previous clause or concept informing the reader to make the comparison with the obvious comparisons.
In law, this phrase can be used in contracts, legal proceedings, court petitions, motions, formal notices or any other legal document.
Although this phrase is used in the legal community quite regularly, it is not readily used in the English language.
As a result, the average non-legal population may not fully grasp its meaning.
Mutatis mutandis clause
We may see the Latin phrase mutatis mutandis be used in contractual clauses even though its meaning is not understood by many.
If a lawyer is drafting the contract, he or she may use this phrase.
Non-lawyers working on a contract would simply use plain English.
The mutatis mutandis clause means that a new clause derives the same meaning as another clause with the stated adaptations.
In other words, the concept outlined in Clause A is incorporated in Clause B in the same manner with the necessary obvious adaptations to be made.
Mutatis mutandis example
To better understand how the term mutatis mutandis in law, let’s look at an example.
If you are about to sign a software-as-a-service (SaaS) renewal contract on the same terms and conditions as before, the contract may use the term mutatis mutandis in the following manner:
“The parties agree to renew the subscription agreement dated [DATE] entered into between [PARTIES]. The terms of the subscription agreement are incorporated herein mutatis mutandis.”
This statement means that the terms and conditions of the originally signed contract will apply in the same way in the renewal contract with the necessary adaptations.
Should the term mutatis mutandis be used in contracts
The legal definition of mutatis mutandis is to refer to a legal concept or clause and referring to it in the same way with the obvious adaptations to be made.
We see this Latin phrase used in contracts from time to time.
This begs the question, should we use the phrase mutatis mutandis in contracts in the first place?
In contract law, it is essential to draft a legally binding document in such a way that all contracting parties can easily understand its terms and conditions.
Often, it’s best to draft contracts in plain English language.
Using Latin phrases like mutatis mutandis or other terms may only create confusion or serve to obscure the actual meaning of a clause.
For instance, let’s take the following provision as an example:
“The terms and conditions of the original contract are incorporated herein mutatis mutandis”.
Instead, you can write:
“The terms and conditions of the original contract are incorporated herein by reference”.
We are using plain English and the meaning of the contractual clause is perfectly understood.
It is best practice to remain as simple and clear as possible in contracts to avoid any interpretation issues or challenges.
Contracts are designed to be the law of the contracting parties and 99% of the population does not understand the term mutatis mutandis.
So why use a legally binding phrase when many do not understand?
Should the term mutatis mutandis be used in court proceeding documents
When someone is implicated in a lawsuit, they will either have legal representation or not.
Often, parties to a lawsuit will be represented by a litigation lawyer.
When a party is represented, if the court petition or motion refers to the Latin phrase mutatis mutandis, the attorney can easily grasp its meaning and fully comprehend what is being presented.
A represented client will therefore not run the risk of misunderstanding the use of Latin terms in legal proceeding documents.
However, will a self-representing citizen be able to understand Latin terms?
Unfortunately not.
Using Latin or legal jargon in legal proceedings renders the legal document even more difficult to comprehend for the layman.
In our perspective, lawyers, legal professionals and the judiciary system should make an effort to practice law in plain and simple English.
A party has the legal right to self-represent in court and, as such, they are entitled to fully understand what is claimed from them.
If you are representing yourself and you see the use of Latin jargon in the legal proceedings, it’s important to make sure you look it up and fully understand its legal meaning.
In case of doubt, it’s best that you consult with a litigation attorney.
Mutatis mutandis vs Ceteris paribus
To make the comparison simple, mutatis mutandis refers to another concept in a substantially similar way with needed adaptations whereas ceteris paribus is primarily used in economics to understand the effects of a variable changing while keeping another variable constant.
Ceteris paribus looks at the cause and effect of a variable change while mutatis mutandis looks at the correlation of a variable with another.
Mutatis mutandis is more often used in law and ceteris paribus in economics.
For instance, if a software-as-a-service contract must be renewed, the renewal terms and conditions will focus on the variations or changes as opposed to referring to the original contract’s entire terms and conditions.
The renewal contract will outline all the changes and then state that all other terms and conditions not expressly modified are incorporated in the renewal in the exact same way with the needed adaptations.
Takeaways
In this article, we looked at the legal definition of mutatis mutandis.
Mutatis mutandis, although not understood by most of the English speaking people, is a legal jargon used by lawyers in contracts or legal proceedings.
Legally, mutatis mutandis means with the “necessary changes having been made” or “with consideration of the respective differences”.
We can better understand this with an example.
If you are renewing a contract, you want to keep it short and simple.
Instead of repeating everything you had negotiated and signed in your original contract, you will agree with the other contracting party on the changes applicable to the renewal of the contract and you agree to keep all the other terms and conditions unchanged.
In that case, your renewal agreement will say something like:
“Unless expressly modified under the terms of the present renewal agreement, the terms and conditions of the original agreement are incorporated herein mutatis mutandis”.
So you use the Latin phrase mutatis mutandis to indicate that all the other terms and conditions apply with the necessary adaptations or with consideration to the renewal terms.
Instead of using Latin terms and phrases, it’s best to stick to simple and plain English.
Instead of using “mutatis mutandis”, you could have written the previous contractual provision as follows:
“Unless expressly modified under the terms of the present renewal agreement, the terms and conditions of the original agreement are incorporated herein by reference”.
We are saying the exact same thing and its perfectly understood by everyone!
We hope that this article helped clarify the meaning of mutatis mutandis in law.
Where did you see the term mutatis mutandis used from a legal perspective?
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