What Does “Mutatis Mutandis” Mean, and why is it in my Contract?

Mutatis Mutandis is one of those delightful latin phrases that remain in the legal lexicon despite the fact that 99% of the population has no idea what it means.  When used in connection with a contract, Mutatis Mutandis means “considering the changes that must be made.”   It is used when the parties to the contract have or previously had a similar agreement among themselves, and a certain clause or obligation used in that contract is being transferred from that agreement to the new one, and any minor changes in language required to make the transfer will be made.  

Take, for example, a commercial lease renewal.  The new lease may include terms that are identical to those in its predecessor, such as the permitted use of the leased premises.  The new lease might state that “the terms of that certain lease between the Parties dated March 1, 2005, governing the permitted uses of the leased premises shall, are hereby incorporated mutatis mutandis.”  

The use of this term is a prime example of unnecessary legalese, which may serve to obscure the meaning and intent of the provision in which it is used.  The parties would be far better served to avoid using Mutatis Mutandis and instead simply include the actual language of the previous agreement in the new one, or, if the provision is to be incorporated without any changes, to use the phrase, “incorporated by reference.” 

If you’re presented with an agreement that contains incomprehensible language, and you do not have the benefit of an attorney who can explain it, don’t sign it until you know exactly what it means.

Author: Seth Heyman
Seth D. Heyman is a California attorney with extensive experience in advertising and marketing law, corporate law, contracts, governmental regulations, international business, and Internet law. He has counseled numerous successful companies, both public and private, and was responsible for regulatory compliance, contract management, corporate governance, and HR best practices for multiple organizations in many diverse industries, including marketing, telecommunications, energy, and technology development. He offers insight and guidance on federal and state direct mail, TV, radio, telemarketing, and Internet marketing laws, as well as online promotions, Internet privacy, data protection regulations, and similar matters.

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