Corporate & Securities Law

?Ceteris Paribus??

By Ken Adams

A reader recently asked me about use of the phrase ceteris paribus in contracts.

I was unfamiliar with this phrase?no Latin scholar I?so the first thing I did was consult Black’s Law Dictionary, which told me that ceteris paribus means “other things being equal.”

I then checked the SEC’s EDGAR system, from which I learned that of the umpteen contracts filed on EDGAR as “material contracts” since 1993, only four use the phrase ceteris paribus. Here’s an example from 2001:

In the event the Hardware or equipment being maintained under the terms and conditions of this Agreement is moved to another location within the COUNTY, ORION shall continue to maintain the equipment at the new location, ceteris paribus.

It comes as no surprise that this phrase should be such a rarity. For one thing, use of Latinisms in contracts is, as a general matter, unhelpful, as I noted in this April 2009 blog post.

Furthermore, ceteris paribus would seem to offer the same sort of nebulous wiggle room offered by unless the context otherwise requires. (See this June 2007 blog post.)

So on two levels, using ceteris paribus in a contract would seem a bad idea. Let’s hope that it’s well and truly extinct.

Full post as published by AdamsDrafting on December 29, 2009 (boomark / email).