“Coterminous”

A few days ago I encountered the word coterminous for the first time … ever? Of course, it was in a contract.

Here’s the Blacks Law Dictionary definition:

coterminous (koh-tər-mə-nəs) adj. (18c) 1. (Of ideas or events) coextensive in time or meaning <Judge Smith’s tenure was coterminous with Judge Jasper’s>.

Is coterminous a worthwhile term of art, or is it jargon? Here’s how MSCD articulates that distinction:

So let’s assess coterminous. It’s a clunky word, and it’s relatively obscure. I spend all sorts of quality time on EDGAR and I wasn’t familiar with coterminous. And it doesn’t offer a convenient way to express a complex idea—its meaning is simple.

Here are some random examples from EDGAR, with text using coterminous in strikethrough italics and my alternative in bracketed italics:

LIBOR Loans may not be outstanding under more than 10 separate Interest Periods at any one time (for which purpose Interest Periods shall be deemed to be separate even if they are coterminous [for the same term]);

Landlord and Tenant now desire to enter into this Fourth Amendment to memorialize their agreement to provide for the expansion of the Existing Premises … for a term to be coterminous with [that is the same as that for] the Existing Premises under the Lease; and in connection therewith to modify certain other terms and conditions of the Lease , all as further described in this Fourth Amendment.

Upon written request by Tenant, Landlord shall grant upon commercially reasonable terms, a license coterminous with [for the same term as] the Lease Term to one or more reputable telecommunications utility provider(s) designated by Tenant …

This Appendix shall be effective upon the Effective Date and shall be coterminous with [be for the same term as] the Agreement unless either Party provides written notice of intent not to renew at least one hundred and eighty (180) days prior to the expiration date of the Extension Period.

The term of this Agreement shall be coterminous with the term of [be for the same term as] the Pledge and Security Agreement.

I’m confident you could tweak my versions, but I’m sufficiently satisfied with them to say the heck with coterminous.

But there’s another issue: if the term of the other contract ends, does that result in termination of your contract? I wouldn’t rely on coterminous to express that. I’d be explicit about it.

But it’s to the credit of the transactional world that coterminosity doesn’t appear on EDGAR. Go here for a Guardian item featuring coterminosity.

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.