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November 1, 2011Akash D. Sethi, Derrick Carson, Brad L. Whitlock
Boilerplate Provisions
Black’s Law Dictionary defines “Boilerplate” as: “Language which is used commonlyin documents having the same meaning; used to describe standard language in a legal document that is identical in instruments of a like nature.” Boilerplate language certainly serves apurpose to reduce transaction costs and avoid protracted negotiation over what, in many instances, are standard terms. But, too often, lawyers rely on this common usage of the term“boilerplate” when examining, or rather glossing over, relatively customary contractual provisions such as recitals, statements of consideration, and the ever-dangerous miscellaneous section. Like other contractual provisions, mere reliance on form boilerplate provisions can yieldunintended and often unfavorable results. Therefore, attorneys are cautioned to review theseprovisions with the same care as they would review the remaining terms of a given contract.