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Boilerplate: Difference between revisions
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}}A work creation scheme for our learned friends. | }}A work creation scheme for our learned friends. | ||
The [[representations and warranties]], [[covenant]]s, notices, [[governing law]], [[counterparts]], [[entire agreement]], [[amendments]], [[process agent]] appointments, [[Contracts (Rights of Third Parties) Act 1999]] exclusions, meaningless [[indemnities]] — all that pointless heft down the back of the agreement that no-one — least of all the client — reads, that makes a simple agreement complicated and that can swing | ===Business at the front=== | ||
*[[Recital]]s and [[preamble]] | |||
*[[Interpretation and construction]] | |||
*[[Defintions]] | |||
*[[Scope]] | |||
===Party at the back=== | |||
*[[Representations and warranties]] and [[covenants]] | |||
*[[Notices]] and [[communications]] | |||
*[[Governing law]] and [[jurisdiction]] | |||
*[[Miscellaneous]] | |||
The [[representations and warranties]], [[covenant]]s, notices, [[governing law]], [[counterparts]], [[entire agreement]], [[amendments]], [[process agent]] appointments, [[Contracts (Rights of Third Parties) Act 1999]] exclusions, meaningless [[indemnities]] — all that pointless heft down the back of the agreement that no-one — least of all the client — reads, that makes a simple agreement complicated and that can swing around and bite you when you least expect it. | |||
If we assume that a legal provision, however standardised, ''does'' something — that is to say, it alters the state of legal affairs between the merchants from the one that would prevail if nothing were said; and, accordingly, boilerplate reallocates risk ''away'' from its natural destination — then the question at the top of a draftsperson’s mind when assembling a draft ought to be, “is such a perversion of the natural order of things justified, and if so, ''why''? How has the [[common law]] managed to get standard things so badly wrong?” | If we assume that a legal provision, however standardised, ''does'' something — that is to say, it alters the state of legal affairs between the merchants from the one that would prevail if nothing were said; and, accordingly, boilerplate reallocates risk ''away'' from its natural destination — then the question at the top of a draftsperson’s mind when assembling a draft ought to be, “is such a perversion of the natural order of things justified, and if so, ''why''? How has the [[common law]] managed to get standard things so badly wrong?” | ||