Mutatis mutandis: things being changed that have to be changed
Mutatis mutandis is a Latin maxim most often used when importing the terms of one document into another. The literal translation is “things being changed that have to be changed”.
For example, if the parties have a number of agreements between them, and they wish for certain changes to apply to all of the agreements, they can amend one of the agreements. They should state that the changes proposed for the first agreement apply mutatis mutandis to all the other agreements, without having to manually change all of the other agreements.
Another situation in which the maxim can be used is if the parties have entered into a prior agreement, (such as a lease) and wish to incorporate some of its terms into their new lease agreement. In this instance, their new lease agreement would state that “the terms of the lease agreement between the parties dated 10 June 1984, governing the permitted uses of the premises will apply mutatis mutandis”.
What are the legal consequences?
Our courts have held that where an agreement seeks to amend previous agreements by using the term mutatis mutandis, all of those agreements are amended automatically and the parties are bound by those amendments.
(a) Rather incorporate the terms of your old agreement into the body of your new agreement
(b) If (a) is not possible, then use plain language instead of outdated Latin maxims in your agreements.
(c) If you do see the term mutatis mutandis in an agreement, ensure that you are aware of what effects the proposed amendments will have in all the agreements. A change which is suitable for one agreement might not be suitable for another.
For more information on this and other legalese, please contact us.