Latin Contractual Terms in Legal Agreements

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Ab initio (ab init) - from the beginning. Can mean that breaking some terms in a long-running contract results in the contract having been broken from the start.

Bona fide - in good faith. Usually implies an amount of trust that the parties are acting without any hidden motives. The opposite is mala fides - in bad faith.

Bona vacantia - vacant property. Refers to a situation where property or goods end up not being owned by anyone. This can happen if a person dies without heirs or a company is struck off without all its property being distributed. It can also occur where a contract becomes void and property under it cannot be restored to an owner.

Caveat emptor - buyer beware. This is a general rule that it is up to the buyer to find out if what they are buying is what they want. Consumer regulations require certain information to be disclosed to consumers and insurance contracts are covered by the uberrimae fides - but many types of business contracts are covered by the caveat emptor rule.

Consensus ad idem - agreement on an idea. This is the concept that the parties to the contract must all be in agreement on the basis of the contract. If it is discovered that the parties were thinking different things, then there is no consensus and the contract is void.

De facto - in fact. The opposite of de jure (in law). Having a practical effect different from the legally accepted or expected situation. For example, a person who deliberately or negligently gives the impression to another party of being a company director, can be treated as a de facto director. So any agreement or statements will bind the company they make as if a properly appointed director made them.

De jure - in law. According to law, the opposite of de facto.

De minimis - short for de minimis non curat lex: the law does not concern itself with trifles. It basically means insignificant or too small to bother with.

De novo - start afresh. Starting a new contract on the same basis as the old.

Exempli gratia (eg) - for example. One or more examples from a greater list of possibilities. Compares with id est (ie), that is, which indicates a full, definitive list of all possibilities.

Ex gratia - out of grace. A gift made without any obligation on the part of the giver or any return from the receiver.

Ex parte - on behalf of. An action, usually a legal action, taken by a party on someone else's behalf.

Ex post facto - because of some later event. Where a later event or occurrence interferes with an earlier agreement.

Id est (ie) - that is. Is followed by a definition or list of items or options that relate to a preceding statement or condition. Differs from exempli gratia (eg) - for example - that gives some, but not all, examples of the items or options.

Inter alia - among other things. This is often used in contracts to indicate that what is being specifically referred to is part of a larger group without having to name all the elements.

Mala fides - bad faith, opposite of bona fide.

Nemo dat quod non habet - no one can give what they do not have. The principle that a seller cannot pass on a better right to the property than they actually have. So, if goods are stolen, the buyer does not get ownership even if there was no indication that they were stolen.

Non compos mentis - not of sound mind. A person who is not of sound mind will not have full capacity to enter into a contract.

Non est factum - not my act. This is a denial by a person that they were actually involved in some action or dealings. In a contract, it can occur if a party denies that they signed the contract - that someone else forged their signature.

Pari passu - equal and even. This relates to shares to denote that newly issued shares have the same rights and restrictions as those of the same class already existing.

Prima facie - at first sight. A prima facie fact is one that seems to be correct, but may subsequently be proved wrong by other evidence.

Pro rata - for the rate. Divided in proportion to some existing split. For example, a pro rata share issue is offered in proportion to the number of shares each shareholder already has.

Pro tanto - for so much. Means to the extent specified, but not more.

Pro tempore (pro tem) - for the time being.

Quid pro quo - something for something. The usual definition of consideration in a contract, on the basis that each party should offer something to the other.

Uberrima fides - utmost good faith. The concept that a party to certain types of contract must act in good faith and declare all relevant facts to the other side even if they do not ask. This only usually applies to insurance contracts where the insured person must declare all known risks. It is an exemption to the general contract rule of caveat emptor.

For knowledgeable and experienced legal representation in negotiating, drafting and reviewing business contracts, contact contract lawyer Christopher Neufeld at at 403-400-4092 [Alberta], 905-616-8864 [Ontario] or

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