Boilerplate Language

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Don’t Slip Up: The “Boilerplate” Provisions of Your Contracts Deserve Equal Attention

No one would knowingly pay little heed to such a potentially treacherous condition, yet every day in contract negotiation parties devote the vast majority of their efforts to the business terms, while glossing over the...more

If Bylaws Are Contracts, Where’s The Boilerplate?

Bylaws hardly constitute literature. For the most part, they simply regurgitate the applicable general corporation law with a few permitted changes here and there. In general, there seems to be two schools of thought when...more

Miscellaneous Contract Provisions: The Part You’re Not Reading

sheer volume of contracts individuals and businesses see regularly, oftentimes makes it difficult to read and understand each and every provision of every contract. The “miscellaneous provisions,” typically found at the very...more

Myth No. 10: Solicitations are mostly boilerplate and we don’t have to read them closely

Webster’s Dictionary defines “boilerplate” as “the detailed standard wording of a contract.” In the world of Government contracting, “boilerplate” usually refers to those standard provisions that are plucked from the Federal...more

Beware! “Standard Terms” in Your Company’s Separation Agreement Might Trigger a Lawsuit: EEOC Says Common Provisions Are...

Recently, the EEOC filed two separate actions in federal court challenging form separation agreements given to employees as part of reductions in force. The agency takes issue with provisions that impact an individual’s...more

Respecting Boilerplate

Boilerplate refers to the legal clauses of general application typically found at the very front and very end of complex agreements (or the flip side of printed forms, or the “click-through” screens of online forms). This...more

Case Illustrates Dangers of Executing a Will Without Legal Assistance

People sometimes try to save money by not consulting with a qualified attorney when executing their will, instead using a pre-printed form or online program. A recent court case offers yet another example of the hazards of...more

2014 Resolutions Series: Direct or Consequential? It Matters. Biotronik AG Reminds Us to Take Limitation of Liability Clauses...

Recently a New York Court of Appeals decision shook attorneys out of complacency by relying on a very important “boilerplate” provision to allow a plaintiff to seek $100 million in lost profits in a breach of contract case....more

Forum Selection Clauses: More Than Just Boilerplate

Clients often ask whether all those “boilerplate” clauses at the end of a commercial contract are really necessary, and if so, why can’t they just be copied and pasted from earlier agreements. This article will focus on just...more

Business Litigation Reporter

We are pleased to introduce the inaugural issue of Goodwin Procter’s Business Litigation Reporter. This unique publication provides timely summaries of key cases and other developments within dedicated Business Litigation...more

Beware The Standardized Construction Contract

A variety of standardized contracts exist for construction projects. The most widely used form agreements are published by the American Institute of Architects (AIA), the Association of General Contractors (AGC) and the...more

Buyer Beware – Hidden Dangers in Using Form Contracts in Real Estate Deals

Form contracts account for more than 80 percent of all agreements used to complete business transactions today. That percentage may be even higher when it comes to contracts in commercial real estate transactions such as the...more

Privacy Notices – It’s Back To Basics (Without The Boilerplate)

Earlier this year, I reported that the Office of the Privacy Commissioner of Canada (OPC) was participating in the first ever Internet sweep by the Global Privacy Enforcement Network (GPEN)....more

Claim Construction Not Illuminated By Ambiguous Restriction Requirement

In Plantronics, Inc. v. Alph, Inc., the Federal Circuit rejected arguments that the election made in response to the Restriction Requirement limited the scope of the claims in a manner that was not reflected in the claim...more

Florida High Court Precludes Use of Extrinsic Evidence to Construe Ambiguous Policy Language

In what may be described as a controversial 4-3 decision, the Florida Supreme Court in Washington National Insurance Corp. v. Ruderman, No. SC12-323, 2013 WL 3333059 (Fla. July 3, 2013), held that ambiguous language in an...more

District Court Opines That The Words Used In An Insurance Policy Actually Mean What They Say

Many practitioners, both near and far, assert that a good number of our courts’ opinions, whether at the state or the federal level, are simply “result oriented” decisions where the court has decided what result it wants to...more

Choice of Law Is Not Just Boiler Plate

Scott & Scott, LLP attorney, Brian Von Hatten, writes that although choice of law provisions are usually very brief, these provisions can end up having a large impact and should be given consideration during the negotiation...more

Software Licenses and Indemnities: What Obligations Are You Taking On?

License agreements often contain indemnities. An indemnity is a contractual obligation to step in and reimburse some financial obligation such as a liability, loss, or damage. In essence, the party giving the indemnity will...more

Paris Energy Series No. 8: Beware of the Boilerplate – The Risks of Standard-form Clauses in Common and Civil Law Jurisdictions

1. Introduction - When commercial agreements are negotiated, certain key terms are generally the subject of intense discussion. Once these terms have been agreed, there is a risk the ‘boilerplate’ provisions1 at the...more

Drafting Errors - Routinely Cost Lenders’ Post-Bankruptcy Attorney’s Fees and Interest

Originally published in Community Banker - Spring 2013. When a bankruptcy intervenes to prevent the continuation of a restructuring or loan enforcement effort, it is too late to supplement or strengthen loan...more

It’s Not Just Boilerplate! Best practices for drafting collaboration agreements to protect your IP

In This Presentation: - 1. The collaboration conundrum - 2. The Tekmira case: a cautionary tale Outline - 3. Best practices for drafting specific provisions Please see full presentation below for more...more

Worth A Second Glance: Boilerplate Provisions In Commercial Leases

Landlords and tenants pay much time and attention to the basic economic terms of a lease as well as other highly contested provisions, such as assignment and subletting and defaults and remedies. But parties often skim over...more

Boilerplate Language In NLRB Settlement Agreement Leads To Default Judgment

During the last several months, the NLRB has made no secret that it wants to make changes to precedent and policy. We have seen public pronouncements about ambush elections, employee rights posters, micro bargaining units,...more

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