It's Just Boilerplate, Until It's Not: The Clauses We Copy, Paste, and Then Litigate

This course examines the critical role that so-called "boilerplate" provisions play in commercial contracts and why these clauses often play crucial roles in the outcome of disputes. Attendees will learn how provisions frequently treated as non-substantive in negotiations instead function as the contractual rules of engagement-shaping where disputes are heard, how they are resolved, and what remedies are available. The program approaches these issues from a litigator's perspective, highlighting how unclear or poorly drafted boilerplate provisions can delay resolution, increase costs, and materially alter risk allocation.

Using practical examples drawn from real disputes, the course underscores how courts interpret and enforce common commercial clauses and where parties' expectations often diverge from legal reality. Attendees will gain insight into how contract language is tested once a deal goes awry, why details matter, and how strategic drafting decisions can either protect or expose clients when agreements are challenged.  Specific topics to be addressed include limitations of liability provisions, indemnification, choice of law, venue, arbitration, and survival clauses. 

Learning Objectives: 

1. Explain how certain standard contractual provisions can have a significant impact if a dispute arises

2. Review how best to negotiate these provisions without signaling an expectation of litigation

3. Discuss the effects of imprecise provisions