Boilerplate

It is often customary to use a pre-printed “standard” form contract that includes,usually in fine print, provisions that are not actually negotiated but essential to the contract such as time and general conditions for closing or mandating binding arbitration, provisions referred to as “boilerplate.” Black’s Law Dictionary (7th Ed. 1999) defines such as “Fixed or standardized contractual language that the proposing party views as relatively nonnegotiable.” Boilerplate provisions are generally given effect as written as may have substantial consequences not understood or appreciated at the outset. An example is the standard merger clause: “This contract represents the parties complete and final agreement and supersedes all informal understandings and oral agreements relating to the subject matter of the contract.” If the executed contract does not fully incorporate the several items orally discussed and presumably negotiated, it may be next to impossible to convince a court that it should recognize and enforce any of those oral “agreements.” Even the simplest contract may have built in unforeseen consequences through “boilerplate” and legal interpretation and evaluation before execution may avoid or limit those consequences.

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