Legal English: Boilerplate
Today’s phrase is “boilerplate,” (Pronunciation: BOY-ler-playt; Origin: English; Literal meaning: N/A (slang)) which is used to describe clauses and provisions in a contract that are considered to be standard and vary little from agreement to agreement. Here are some example sentences that use the phrase:
- “The final sections of the agreement are just standard boilerplate. They state that the contract can’t be assigned without consent of both parties and that any revisions to the agreement must be agreed to in writing.”
- “Why are you raising an issue about the severability provision? It’s just a boilerplate clause.”
- “This agreement is fine, but it seems a little thin. Where is all the boilerplate language regarding integration of prior agreements, severability of invalid provisions and things like that?
Most boilerplate language is non-controversial and is typically not subject to any significant negotiation or disagreement between parties. For example, almost every contract will contain provisions such as “Section headings in the agreement are not to be construed or interpreted as part of the agreement”; or “Capitalized terms shall have the definitions given to them in the agreement.” In long-form agreements, boilerplate provisions almost always appear toward the end of the document in a section titled “Miscellaneous.”
Clauses that are considered to be boilerplate in one industry or between specific parties, however, may not be expected in other situations. Thus, boilerplate should not be copied blindly. Indeed, as a practice note, it is good to review boilerplate language that is copied into an agreement, even if only briefly, to ensure that it is appropriate, makes accurate references and doesn’t contain any errors that are being repeated from one generation of the document to the next.
As simple as it is, the importance of boilerplate language cannot be understated. Many of our core assumptions about how agreements will be interpreted and how disputes will be handled arise from boilerplate clauses that we take for granted. Boilerplate language also gives parties certainty regarding issues that would be subject to varying common law interpretations from country to country and state to state in the absence of the provisions.
Where does the term originate? Manufacturers of steam boilers in the United States used to use a stamped plate to indicate the company of origin. They stamped a large number of plates, each one looking the same, then each identical plate would be affixed to a boiler before it was sent out into the market for sale. The term was also used for standard language that would appear in newspapers. Today, boilerplate clauses are copied into countless agreements with little variation — in some cases, they can even be traced back to provisions as old as the original boilerplates themselves.