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Boilerplate

Articles in Law Reviews & Other Academic Journals

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Debunking The Efficacy Of Standard Contract Boilerplate: Part Iv, David Spratt Apr 2022

Debunking The Efficacy Of Standard Contract Boilerplate: Part Iv, David Spratt

Articles in Law Reviews & Other Academic Journals

We have belabored the archaic and prohibited use of "said" as a synonym for "the." But this paragraph needs more work. First, the phrase "irrespective of the fact that" is wordy and could be replaced with the plain language alternative of "even though." Second, "one or more of the parties now is, or may become, a resident of a different state" also could be streamlined. The phrase is easy enough to understand but cut to the chase. Replacing this phrase with "either party now or later resides in a different state" does the trick.


Improve Recitals And Consideration Clauses With Plain Language, David Spratt Apr 2021

Improve Recitals And Consideration Clauses With Plain Language, David Spratt

Articles in Law Reviews & Other Academic Journals

As used in a "WHEREAS" clause, the term "whereas" simply means "considering that" or "that being the case." There is no legal effect to the word "whereas." It, like many other words used in standard contract boilerplate, is left over from some long-forgotten era of legal writing when lawyers used big words and legalese to impress clients with their intelligence and to justify their bills. These times have (or at least should have) passed. Today, documents must be accessible to those who use them: in most cases the clients for whom such documents are drafted.


Debunking The Efficacy Of Standard Contract Boilerplate: Part I, David Spratt Oct 2020

Debunking The Efficacy Of Standard Contract Boilerplate: Part I, David Spratt

Articles in Law Reviews & Other Academic Journals

Many contracts start with an introductory paragraph like this one: THIS AGREEMENT is made and entered into said 5th day of June, 2020, by and between JOHN JONES (hereinafter referred to as "Jones") and MARY SMITH (hereafter referred to as "Smith"), hereinafter referred to together as "the parties." Where do I find my red pen? There are so many problems with this introduction, I might run out of ink.


Innovation After The Revolution: Foreign Sovereign Bond Contracts Since 2003, Anna Gelpern, G. Mitu Gulati Jan 2009

Innovation After The Revolution: Foreign Sovereign Bond Contracts Since 2003, Anna Gelpern, G. Mitu Gulati

Articles in Law Reviews & Other Academic Journals

For over a decade, contracts literature has focused on standardization. Scholars asked how terms become standard, and why they change so rarely. This line of inquiry painted a world where a standard term persists until it is dislodged by another standard term, perhaps after a brief window of ferment before the second term takes hold. It also overshadowed the early insights of boilerplate theories, which described contracts as a mix of standard and customized terms, and asked why the mix might be suboptimal. This article brings the focus back to the mix. It examines the development of selected provisions in …