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Boilerplate Language in Construction Contracts: Avoiding Unintended Consequences, Implementing Practical Solutions

Recording of a 90-minute CLE video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Tuesday, November 14, 2023

Recorded event now available

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This CLE webinar will guide counsel in identifying and avoiding the pitfalls of boilerplate provisions in construction contracts. The panel will discuss common boilerplate clauses and explain how to adapt these to the unique circumstances of a given construction project so as to minimize the risk of loss in future disputes.

Description

Boilerplate provisions are common to most contracts and are often overlooked during the drafting process, especially when using industry standard agreements. Such provisions can include final completion standards, arbitration, choice of forum, choice of law, excusable delay, insurance, liquidated or consequential damages, dispute resolution, assignment, notice, and jury waiver.

Boilerplate provisions are often reused from one contract to another without thought about their potential project-specific impact if something goes wrong between the parties. However, these clauses contain significant business and legal implications that can produce unwanted future results if not tailored to the specific circumstances of the project. Neglecting to give boilerplate provisions the same treatment as more commercial provisions can unintentionally defeat the parties' contractual intent and cause significant losses.

Construction counsel should be aware of negotiating and drafting considerations for boilerplate clauses to better tailor these to specific projects in anticipation of future disputes.

Listen as our expert panel examines the use of boilerplate clauses in construction contracts. The panel will identify common boilerplate provisions, discuss the pitfalls unique to the construction industry that are associated with these, and address how to minimize risk by tailoring these provisions to fit a specific project.

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Outline

  1. Common boilerplate clauses
    1. Choice of law and jurisdiction
    2. Merger
    3. Multiple agreements
    4. Arbitration
    5. Limitation of damages/liquidated damages
    6. Third-party beneficiaries
    7. Jury waiver
    8. Assignment
    9. Notice
    10. Waiver
    11. Force majeure
    12. Survival of reps and warranties
  2. Pitfalls of cutting and pasting provisions
  3. Practical application of boilerplate clauses in construction contracts

Benefits

The panel will review these and other important issues:

  • What strategies should construction counsel consider when drafting boilerplate clauses?
  • Which boilerplate clauses present the most significant challenges for construction entities and their counsel?
  • What pitfalls should counsel be aware of when using boilerplate language?
  • How can boilerplate provisions result in unintended consequences?
  • What are best practices for drafting boilerplate clauses?

Faculty

Bearman, Talor
Talor I. Bearman
Attorney
K&L Gates

Mr. Bearman is a member of the firm’s Construction and Infrastructure Practice Group. He has experience working...  |  Read More

Lee, Ryan
Ryan A. Lee
Partner
K&L Gates

Mr. Lee’s practice focuses on representing owners, developers, general contractors, and subcontractors in...  |  Read More

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Strafford will process CLE credit for one person on each recording. All formats include course handouts.

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