Boilerplate Clauses in Contracts: Avoiding Unintended Consequences

Common Pitfalls and Practical Solutions for Standard Contract Provisions

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

Conducted on Tuesday, May 17, 2011

Recorded event now available

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Course Materials

This CLE course 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.

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Outline

  1. Common Boilerplate Clauses
    1. Choice of Forum
    2. Choice of Law
    3. Merger
    4. Multiple Agreements
    5. Arbitration
    6. Limitation of Damages/Liquidated Damages
    7. No Third Party Beneficiaries
    8. Jury Waiver
    9. Assignment
    10. Notice
    11. Waiver
    12. Force Majeure
  2. Pitfalls of Cutting and Pasting
  3. 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?

Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.

Faculty

Steven M. Richman
Steven M. Richman
Partner
Duane Morris

Mr. Richman practices in the areas of commercial law and litigation, including contracts, corporate law, energy...  |  Read More

Robert D. Frawley
Robert D. Frawley
Law Offices of Robert D. Frawley

His practice is focused on business and corporate law in highly complex commercial transactions. He authored articles...  |  Read More

Liz Klingensmith
Liz Klingensmith
Haynes and Boone

She has extensive experience litigating large scale commercial disputes involving claims for breach of contract,...  |  Read More

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