Boilerplate Clauses in Contracts: Avoiding Unintended Consequences
Common Pitfalls and Practical Solutions for Standard Contract Provisions
Recording of a 90-minute CLE webinar/teleconference with Q&A
Conducted on Tuesday, May 17, 2011
Recorded event now available
This CLE webinar will prepare attorneys to strategically use boilerplate clauses and identify the pitfalls in using standard contract clauses without adapting to the unique circumstances. The panel will demonstrate unintended consequences that can result in using boilerplate without appropriate and thoughtful tailoring.
Description
Boilerplate clauses are often simply cut and pasted from one agreement to another. These “standard” provisions conceal significant legal and business implications that can produce unwanted future results if not tailored to specific circumstances of the transaction.
Such boilerplate provisions are often placed into a miscellaneous category. They may include, among other things, choice of forum, choice of law, force majeure, liquidated or limitations of damages, dispute resolution, assignment, notice, merger, and jury waiver. Best practices necessitate negotiating and drafting such clauses, as well as others, in anticipation of future disputes.
Automatically transplanting a boilerplate provision into an agreement can unintentionally defeat the contractual intent of the parties and cause significant losses. Anticipating potential pitfalls of boilerplate provisions can avoid litigation when a future dispute arises.
Listen as our panel reviews standard boilerplate clauses and discusses best practices for avoiding pitfalls by drafting standard clauses to suit the particular circumstances of the transaction.
Outline
- Common Boilerplate Clauses
- Choice of Forum
- Choice of Law
- Merger
- Multiple Agreements
- Arbitration
- Limitation of Damages/Liquidated Damages
- No Third Party Beneficiaries
- Jury Waiver
- Assignment
- Notice
- Waiver
- Force Majeure
- Pitfalls of Cutting and Pasting
- Practical Application of Boilerplate Clauses
Benefits
The panel will review these and other key questions:
- What strategies should attorneys consider when drafting standard clauses?
- What boilerplate clauses present the most significant challenges?
- What pitfalls should attorneys avoid in using boilerplate language?
- How can boilerplate provisions result in unintended consequences?
Faculty
Steven M. Richman,
Partner
Duane Morris, Princeton, N.J.
He practices in the areas of commercial law and litigation, including contracts, corporate law, energy law, secured transactions, intellectual property, and antitrust. He is a frequent CLE lecturer on boilerplate language and is in the process of writing a book on boilerplate clauses in contracts. He authored numerous legal articles and books in a variety of practice areas.
Robert D. Frawley,
Law Offices of Robert D. Frawley, Morristown, N.J.
His practice is focused on business and corporate law in highly complex commercial transactions. He authored articles in the area of business and contract law. He has participated as a speaker in CLE programs on the subject of contract law and boilerplate language. As former general counsel, he has more than 30 years experience in contracts and licensing.
Liz Klingensmith,
Haynes and Boone, Houston
She has extensive experience litigating large scale commercial disputes involving claims for breach of contract, fraud, breach of fiduciary duty, breach of employment agreements, among others, in a wide array of industries that includes transportation, construction, banking, real estate and professional services. She has published on the dangers of using boilerplate language in contracts.
Ordering
Online CLE - Audio Recording
Includes audio streaming of full program plus handouts (available 24 hours after live seminar).
CLE:
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(*Indicates that Strafford must report attendance.)
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Available 24 hours after the live event
Recorded Event
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CLE: Pre-approved for self-study credit in: AK, AZ, CA, CT, FL, GA, HI, MO, MT, NY, TX, VT, WA, WV. Upon request, self-study credit is also available in: CO, ID, KY, ME, ND, NE, NH, NM, NV, OR, UT, WI, WY. If you are applying for self-study credit in one of these states, contact Strafford CLE at 1-800-926-7926 ext. 35 or CLE@straffordpub.com.
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Available ten business days after the live event
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