Boilerplate Clauses in Contracts: Avoiding Unintended Consequences

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.