Why Contract Boilerplate Matters

Why Contract Boilerplate MattersIf you read to the end of a contract, there are usually a few pages of boilerplate language that can make one’s eyes glaze over. Nonetheless, it can be important if there is ever an argument over the terms of the contract. Here are some of the most useful provisions:

  • It’s the Whole Agreement. Nobody can say there the parties had made other agreements, or agreed other terms and conditions, except what is written. Otherwise, if there is a disagreement down the road, one party could say, “But we also agreed on this other stuff” – say, agreements on discounts or returns.
  • It Can’t be Changed Unless Both Parties Agree in Writing. Similarly, nobody can say, “But we agreed on these discounts or returns” unless it’s in writing. Otherwise, an oral agreement might modify the contract.
  • Here’s Where to Send Notices. If one of the parties to the contract is a business with more than one address or more than one person who works for the business, it is a good idea to put the contact information directly into the contract.
  • No Assignment. You probably want to be sure that the party you signed the contract with is the one who will actually perform the contract. It could create concerns if that party assigned the contract to a totally different party you have never met. At the same time, if you are signing a contract on behalf of a business, you might want to be sure that you can assign it if you sell your business.
  • The Law of A Particular State Governs. Choice of law clauses seem like some of the most boilerplate there can be, but they matter because different states do have different laws. There are some parts of a contract that might not even be enforceable in some states. If you are in the Boston area, working with a contract lawyer in Massachusetts can help make sure the parts of the contract that are important to you are enforceable.
  • Let’s Agree Now on How to Solve Problems. It used to be that these clauses were all about “choice of jurisdiction”: if you have to sue, which court do you go to? Now there are many more alternatives, including mediation, Collaborative Law and arbitration. Sometimes, there are steps to follow, like mediating first then suing. Talk it over with your contracts lawyer.

If you are entering into a contract, an experienced contract lawyer in Massachusetts can help.