Ejusdem Generis
Latin for "of the same kind"; a rule of construction holding that when general words follow a list of specific items, the general words apply only to things of the same kind as the specific items listed.
While straightforward in theory, many businesses fail to actively track obligations tied to this concept - often resulting in missed deadlines, unintended renewals, penalties, or loss of contractual rights.
US Law · For business owners and foundersWhat is a Ejusdem Generis?
Ejusdem generis is a Latin legal term meaning "of the same kind." It is a rule of contract interpretation that applies when a list of specific items is followed by general or catch-all language. Under this rule, the general language is interpreted to apply only to items of the same type as those specifically listed.
For example, if a contract says "Seller shall not use the Buyer's confidential information for research, marketing, product development, or any other purpose," the phrase "any other purpose" would be interpreted narrowly - to mean only purposes similar to research, marketing, and product development (business purposes), not all conceivable purposes including, say, disclosing information to a competitor for payment.
Ejusdem generis is one of several canons of construction courts use to interpret ambiguous contract language. It aims to give specific examples meaning by preventing the general language that follows from expanding the scope beyond what the parties likely intended.
In practice, many teams rely on a contract expiry tracking system to stay on top of dates and obligations tied to clauses like this.
Key Elements
Specific Examples Followed by General Language
The rule applies when specific items are listed first, followed by general or catch-all terms like "and other," "and including," or "and any other."Shared Characteristics
The general language must be interpreted to cover only items that share the same characteristics or fall within the same category as the specifically listed items.Narrowing Effect
Ejusdem generis narrows the scope of general language. Without this rule, the general language might be interpreted very broadly.Court Discretion
Courts apply ejusdem generis when they determine that specific examples establish a discernible category. If the specific items do not clearly share a category, the rule may not apply.Rebuttable Presumption
Ejusdem generis is a rule of interpretation, not an absolute rule. If contract language clearly shows the parties intended a broader meaning, the court may not apply the rule.Real-World Example
A vendor contract states: "Vendor shall not disclose the Client's trade secrets, business plans, customer lists, financial information, or any other information." The Vendor later argues that "any other information" is limited to information similar to the specifically listed items. The Client argues the phrase covers all information.
Under ejusdem generis, "any other information" would be limited to information of the same kind as the specifically listed items - confidential business information. The rule prevents "any other information" from being interpreted so broadly as to include non-confidential information (like public information) or information unrelated to business (personal information). This interpretation protects the Vendor from an overly broad non-disclosure obligation.
This is why many businesses adopt automated deadline tracking to ensure no critical dates are missed before they pass.
Sample Clause Language
Confidentiality Language with Ejusdem Generis ApplicationWatch Out For
Ejusdem Generis Can Limit Your Intended Scope
If you draft a contract with specific examples followed by general language, ejusdem generis may limit the general language more narrowly than you intended. If you want very broad scope, avoid listing specific examples.Category Must Be Clear
Ejusdem generis only works if the specific examples establish a clear, discernible category. If the specific items are too diverse or do not share obvious characteristics, the rule may not apply.Courts May Not Apply the Rule
If contract language clearly shows the parties intended the general terms to have broader meaning, courts may decline to apply ejusdem generis. The rule is a guide, not an absolute rule.Don't let ejusdem generis deadlines catch you off guard
Key dates tied to ejusdem generiss - renewal windows, expiry cutoffs, notice periods - can easily slip through the cracks when tracked manually. Missing them triggers automatic extensions, penalties, or lost rights. ExpiryEdge tracks every critical deadline and sends automated reminders before they're due - so nothing slips.
Instead of relying on spreadsheets or manual follow-ups, a centralized renewal reminder system ensures every deadline is visible, tracked, and actioned automatically.
How to Use This in Your Favor
Use Specific Examples to Narrow General Language
If you want to limit the scope of general contract terms, list specific examples first. Courts will interpret the general language narrowly using ejusdem generis.Define Your Category Clearly
If using specific examples, make sure they clearly belong to the same category. Add defining language: "including but not limited to [specific items], each being a type of [category]."Avoid Specific Examples If You Want Broad Scope
If you want general language to be interpreted broadly, do not list specific examples. Using "any information" without examples is more likely to be interpreted broadly than "trade secrets and any other information."Consider Explicit Definitions
Rather than relying on courts to apply ejusdem generis, define your terms explicitly. Define "confidential information" or "proprietary information" to include exactly what you intend.Related Terms
Frequently Asked Questions
Does ejusdem generis always apply?
No. Courts apply it as a rule of interpretation when specific examples are followed by general language and the examples establish a clear category. If the contract language is unambiguous or if the specific examples do not clearly share a characteristic, courts may decline to apply the rule.
Can you override ejusdem generis with explicit language?
Yes. If the contract states that the general language is meant to be interpreted broadly and is not limited to the category of specific examples, courts will honor that intent.
Is ejusdem generis used in all types of contracts?
Ejusdem generis is a general rule of contract interpretation. Courts apply it to all types of contracts where the language structure fits the rule - specific items followed by general terms.