Legal Definitions - pro majori cautela

Pro majori cautela is a Latin phrase that translates to "for greater caution" or "by way of additional security." It describes an action taken or a clause included in a legal document, not because it is strictly necessary or legally mandated, but as an extra safeguard to prevent potential issues, misunderstandings, or disputes in the future.

Here are some examples to illustrate this concept:

• Example 1: Real Estate Transaction

  Imagine a property sale where the seller has already provided all legally required disclosures about the home's condition. However, pro majori cautela, the seller also commissions and provides the buyer with a recent, independent structural engineering report, even though the buyer hasn't requested it and local law doesn't mandate such a report for this type of sale. This action is taken "for greater caution" to proactively address any potential future claims or concerns about the property's structural integrity, providing an additional layer of assurance beyond the minimum legal requirements.

• Example 2: Business Contract

  Consider a contract between a software development company and a client for a custom application. The contract already specifies the project scope, deliverables, and payment schedule. However, pro majori cautela, the company includes a clause explicitly stating that "all intellectual property rights for the custom code developed shall remain with the developer until final payment is received in full." While general contract law might imply this protection, adding this specific clause serves "by way of additional security" to unequivocally clarify ownership and prevent any ambiguity or dispute should payment issues arise.

• Example 3: Corporate Governance

  A company's board of directors is considering a significant merger. They have already received legal advice confirming the merger's compliance with all relevant laws and regulations. However, pro majori cautela, they also engage a second, independent law firm to provide a separate legal opinion on the same merger. This step is taken "for greater caution" to ensure that every possible legal angle has been thoroughly reviewed and to provide an additional layer of due diligence, thereby minimizing the risk of future legal challenges or shareholder lawsuits.