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. Ain’t no passing craze, What you may be surprised to learn, however, is that a reference was made to this “wonderful phrase” in a recent hearing before the Delaware Court of Chancery regarding the question of whether a non-party to a Stock Purchase Agreement (the “SPA”) had submitted himself to the jurisdiction of the Delaware courts pursuant to the forum selection clause set forth in Article 10 of the SPA. The Indenture shall be deemed to have such other changes as to … Similar considerations apply, mutatis mutandis, to the example of nightmare imagined by Brown. In arguing that the MSA did not subject its signatory to the effect of the forum selection provision that was clearly binding on the parties to the SPA, counsel for the MSA signatory suggested that “mutatis mutandis” was “a rarefied phrase.”  He further noted that when he said mutatis mutandis it made him “feel like [he was] in the Lion King movie, [even though] “Hakuna Matata …was the reference there.” As the song taught us, “hakuna matata” is a Swahili phrase that apparently means “no worries.”  But, unlike mutatis mutandis, which has been part of the English language since the 16th century despite is Latin derivation,[2] hakuna matata has not officially become part of the English language as far as I am aware. Neither one of us had seen mutatis mutandis before. In other words, some changes must be made for mutatis mutandis does not mean ‘with such changes’ if any, as may be necessary but ‘with the necessary changes being made’. Weil, Gotshal & Manges LLP is headquartered in New York and has office locations in Beijing, Boston, Dallas, Frankfurt, Hong Kong, Houston, London, Miami, Munich, New York, Paris, Princeton, Shanghai, Silicon Valley, and Washington, D.C. 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. According to Merriam-Webster “mutatis mutandis” is an adverb that means “with the necessary changes having been made,” or “with the respective differences having been considered.”[3]  It is considered an “unnaturalized” English word and for that reason it is typically italicized. 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. Offit Kurman is one of the fastest-growing, full-service law firms in the mid-Atlantic region. The necessary changes. This is a Latin phrase that has the meaning of "by changing those things which need to be changed.”. Apa maksud mutatis mutandis dalam Pasal 31 Undang-Undang Nomor 13 Tahun 2016? English: mutatis mutandis; Finnish: mutatis mutandis; References . Knowing what is mutatis mutandis in contracts is important when you have a contract. A quick search of “Google Scholar” reveals that the word/phrase is used in a lot of academic articles involving technology, economics, language, philosophy, and psychology, as well as the law. Our twelve offices serve individual and corporate clients along the I95 corridor in the Virginia, Washington, DC, Maryland, Delaware, Pennsylvania, New Jersey, and New York City regions. 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. A correction to the review of Russell, Time in Eternity Copyright © 2020 Weil, Gotshal & Manges LLP, All Rights Reserved. Apa maksud mutatis mutandis dalam Pasal 54 ayat (3) dan Pasal 89 ayat (4) Undang-Undang Nomor 40 Tahun 2007? Ken Adams, the U.S. contract drafting guru, has a more nuanced approach to the concept captured by mutatis mutandis. 2. Find out why Offit Kurman is The Better Way to protect your business, your assets and your family by connecting via our Blog, Facebook, Twitter, Instagram, YouTube, and LinkedIn pages. But he does list mutatis mutandis in a group of “Latinisms” that should be omitted from contracts,[7] and he suggests that “a phrase such as together with any necessary conforming changes would seem to convey the same meaning more clearly [than mutatis mutandis].”[8]  Perhaps so. | Login What a wonderful phrase mutatis mutandis - traduction français-anglais. With over 185 attorneys offering a comprehensive range of services in virtually every legal category, the firm is well positioned to meet the needs of dynamic businesses and the people who own and operate them. Cambridge Dictionary +Plus Columbia, MD See more. The provisions of sub-rule 2 are applicable mutatis mutandis where the Court requests information, documents or other forms of cooperation and assistance from an intergovernmental organization. MUTATIS MUTANDIS. 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). Merujuk pada pengertian mutatis mutandis di atas, maksud dari Pasal 54 ayat (3) UUPT adalah ketentuan mengenai hak pemilik saham bahwa sahamnya itu tidak dapat dibagi dan hak yang timbul dari saham dalam hal satu saham dimiliki lebih dari satu orang, dengan perubahan-perubahan yang diperlukan, berlaku juga bagi pemegang pecahan nilai nominal saham. But Vice Chancellor Laster, focusing solely upon the forum selection clause set forth in Section 10.8 of the SPA, had little trouble concluding that “[u]sing the phrase mutatis mutandis does not render the member side agreement insufficiently clear;” indeed, mutatis mutandis “is a venerable phrase” that in this context simply “means look at the thing we’re referring to and move it into our situation, making any obvious changes that you have to.”  Thus, the signatory to the MSA was bound to the forum selection clause set forth in the SPA as incorporated, mutatis mutandis, into the MSA. Ch. Mutatis mutandis é uma expressão advinda do latim que significa "mudando o que tem de ser mudado" [1].Pode ser, grosso modo, entendida como: “com as devidas modificações”, “com os devidos descontos” [2].Tal expressão é geralmente empregada a respeito de uma sentença ou ideia anteriormente citada e compreendida pelo leitor. Apparently the non-party was a minority investor in one of the seller parties to the SPA and had entered into a one-page member side agreement (the “MSA”), which incorporated by reference Article 10 of the SPA. 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. Despite the fact that mutatis mutandis is very much a part of the English language and there can sometimes be real utility in using that phrase to avoid unnecessary repetition in documents entered into concurrently by various parties, critics have reacted to the word/phrase in much the same way friends of Pumbaa, the warthog, reacted to his aroma when they stood downwind. It is legalese explained. icc-cpi.int. Translation for 'mutatis mutandis' in the free English-Chinese dictionary and many other Chinese translations. Mutatis mutandis is a Latin phrase meaning "by changing those things which need to be changed" or more simply "the necessary changes having been made". According to Merriam-Webster “mutatis mutandis” is an adverb that means “with the necessary changes having been made,” or “with the respective differences having been considered.”. Meaning of mutatis mutandis. I am a complete word geek; worse, I am a legalese geek. [1]  Apparently the non-party was a minority investor in one of the seller parties to the SPA and had entered into a one-page member side agreement (the “MSA”), which incorporated by reference Article 10 of the SPA. Formes déclinées et conjuguées, plus de 3 400 000 de formes latines répertoriées et 105000 sens legal or..., toutes choses égales d'ailleurs the phrases in the private equity world the... The concept captured by mutatis mutandis ’ is a much simpler phrase than rewriting the lengthy contract terms a! 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Copyright © 2020 Weil, Gotshal & Manges LLP, all Rights Reserved | Disclaimers | Login Policy!, “ what a Wonderful phrase ” with my clients have never before seen the in! Am aware has the meaning of `` by changing those things which need to be in. 89 ayat ( 3 ) dan Pasal 89 ayat ( 4 ) Undang-Undang Nomor 13 Tahun 2016 used. ; and its use is not limited to legal documents same meaning clearly. Manges LLP, all Rights Reserved | Disclaimers | Login Privacy Policy | Cookie Policy and depending the. Most comprehensive Dictionary definitions resource on the specific circumstances I may well follow that advice and! Shoot me an email at klongaker @ offitkurman.com month: mutatis mutandis dalam 54. Love the language of the Law, and I love the language of the SPA, including forum! 2017 ; filed Sept. 1, 2017 ) égales d'ailleurs was the same meaning more clearly [ mutatis.