Boilerplate Language

News & Analysis as of

Commercial landlords: Time to tune up your indemnity provisions

The California Court of Appeal recently issued an opinion which reminds us to take another look at the “boilerplate” indemnity provisions in commercial leases. In Morlin Asset Management LP v. Murachanian (B259800), a...more

Where’s My %$^&# Dollar?

The issue of consideration in an assignment is always in the background, but only occasionally comes up. In Memorylink Corp. v. Motorola Solutions, Inc., 773 F.3d 1266, 113 USPQ2d 1088 (Fed. Cir. 2014), the Federal Circuit...more

Blog: What US GCs Should Know About Drafting International Arbitration Clauses

Preliminary Considerations - Consider likely nature of the dispute. Thinking about what may go wrong with a contract, can be as important as the planning to make it go right. Key issues such as where an arbitration...more

Drafting Indemnification Provisions to Address Common Issues

Corporate bylaws and operating agreements often contain provisions that provide for indemnification to directors, officers and in some cases employees and agents who become parties to litigation, arbitration or investigations...more

Long-term supply (and off-take) agreements: some recent themes

This Client Alert seeks to highlight certain recurring issues and themes arising in the context of long-term commodity supply and off-take agreements. It draws upon the recent collective experience of our lawyers as well as...more

Class Actions Under New Jersey Warranty Law Threaten to Turn Terms-of-Service Boilerplate Into Big Potential Risks

Do your Terms of Service preclude litigants from claiming consequential damages or attorneys’ fees? If new class action lawsuits in New Jersey are right, merely including these terms, and potentially many other disclaimers,...more

A Plea for a Charitable and Common-Sensical Claim Construction

All manner of boiler plate can be found in patent applications and issued patents, placed there by applicants and their counsel hoping to influence the future construction of their specification and claims, but the language...more

Alert: Technology Contracts and Boilerplate Language: Be Aware of the Pitfalls

All contracts follow a similar pattern in their structure. They first contain an introduction (known as “Recitals”) that sets forth the purpose of the contract and the expectations of the parties in entering into the...more

Hold who harmless? Be careful in drafting indemnity provisions

In another example that there is no “boilerplate” in commercial real estate documents, the California Court of Appeal recently held that an indemnity provision not only covered claims by third parties, but it also covered...more

White & Case ECB News – Issue 2, 2015: Understanding Your "Boilerplate"

Whilst most people associate boilerplates with mundane provisions in the back of award agreements and stock incentive plans, their importance to employers in providing security and flexibility when setting up plans should not...more

2015 Recent Developments in Patent Law - Case Law

Patentability, Validity, and Procurement of Patents - Statutory Subject Matter – Computer Software and Genes - Intellectual Ventures I LLC v. Capital One Bank (USA), N.A., 792 F.3d 1363 (Fed. Cir. 2015). ...more

Draft Your Purchase and Sale Agreements Carefully — Integration and Indemnity Clauses are Not Simple “Boilerplate”

Almost all real estate purchase and sale agreements contain provisions relating to integration and indemnity. In the “boilerplate” worldview, these provisions are standard, generic, and basically all the same —...more

Court Holds Extrinsic Evidence Was Inadmissible

As generally understood, the parol evidence rule prohibits the introduction of extrinsic evidence to alter, vary or add to the terms of an integrated agreement. “Parol” is derived from the French word, “parole” meaning...more

Entire Agreement Clauses – do they work or not?

This client alert is intended to provide a summary which considers the effectiveness and limitations of entire agreement clauses. It also includes some suggestions as to how one might seek to enhance their effects to cater...more

Minnesota Supreme Court Decides Best Value Bid Protest - Attorneys' Fees in AAA Arbitrations

In a recent decision from the Missouri Court of Appeals, City of Chesterfield v. Frederick Constr. Inc., 2015 Mo. App. LEXIS 439 (Mo. Ct. App. Apr. 21, 2015), the court found that in the arbitration of a contract dispute...more

Arbitration Update: Clause For Concern: NSW Supreme Court Decisions a Reminder Against Boilerplate Dispute Resolutions Clauses

Two recent decisions in Australia highlight the importance of adopting caution when using boilerplate dispute resolution clauses. The Supreme Court of New South Wales' decisions in Re Ikon Group Limited (No 2) [2015] NSWSC...more

D.C. Circuit Holds “Boilerplate” Forward-Looking Statements Are Not Entitled to PSLRA’s “Safe Harbor”

The U.S. Court of Appeals for the D.C. Circuit recently reversed the dismissal of a securities fraud class action against Harman International Industries Inc., holding that the “safe harbor” for forward looking statements did...more

For “At-Issue Waiver,” The Best Defense May Not Be An Affirmative Defense

As this blog has repeatedly documented, it can be hard for insurers to assert the attorney-client privilege in the context of bad faith litigation. One difficulty arises in states that enforce a presumption against the...more

Hooli Needs New Lawyers on “Silicon Valley”

As is obvious from our many posts on the subject, we here at IP Legal Forum are big fans of the show “Silicon Valley.” That said, its season finale could have used more Jared Dunn (can we give him a spin-off already?), as...more

Forced Arbitration Pervades Contractual Agreements, Binding Consumers

Margaret Jane Radin, author of Boilerplate: The Fine Print, Vanishing Rights, and the Rule of Law, is of the point of view that the American court system is “allowing contract to gobble up tort.” In other words, the 37-year...more

Ongoing Obligations in Autodesk Settlements

An Autodesk settlement agreement contains the typical payment and release language, but sometimes the agreements also contain non-monetary provisions that audit targets must follow. Scott & Scott, LLP attorney, Brian...more

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

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