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{{ | {{rightbox|'''Boilerplate Anatomy'''<br>[[File:Boilerplate.jpg|450px|thumb|center|An [[entire agreement]] clause yesterday]]{{Anatnavigation-boilerplate}}}}A work-creation scheme for our learned friends. | ||
}}A work creation scheme for our learned friends. | |||
===Boilerplate and the cocktail napkin=== | ===Boilerplate and the cocktail napkin=== | ||
I define “legal [[boilerplate]]” expansively, and that is to say “anything that didn’t make it onto the [[cocktail napkin]]”. Those terms, thrashed out over Martinis and peanuts in some ill-lit bar in a skanky part of town at three in the morning, the commandments on the stone tablet that Moses fished out of a burning bush in the Red Sea<ref>Choose your own [[metaphor]], okay?</ref> — ''that’s the deal'', and we [[legal eagle]]s have little to say about it, assuming it doesn’t actually break the law.<ref>In the case of the ten commandments, it ''is'' the law. We’ll just fill a couple of testaments and countless apocrypha amplifying and interpreting it, is all. So: ten commandments: the deal. The Bible, the Torah, the apocrypha and a couple of thousand years of Judeo-Christian intellectual hereitage: ''[[boilerplate]]''. P.S. yes, I know the commandments didn’t come from a burning bush in the Red Sea.</ref> | |||
The remainder, be it the classic boilerplate that fills our anatomy, or the “legally vital protections for our client” — the [[events of default]], the [[termination events]], the [[close-out netting]] provisions, the [[indemnities]], the [[security waterfall]]s — it is ''all'', in this wider sense, boilerplate: it is there simply ''[[For the avoidance of doubt|to avoid doubt]]''. | The remainder, be it the classic boilerplate that fills our anatomy, or the “legally vital protections for our client” — the [[events of default]], the [[termination events]], the [[close-out netting]] provisions, the [[indemnities]], the [[security waterfall]]s — it is ''all'', in this wider sense, boilerplate: it is there simply ''[[For the avoidance of doubt|to avoid doubt]]''. | ||
===Boilerplate ''within'' the boilerplate=== | ===Boilerplate ''within'' the boilerplate=== | ||
There are degrees of boilerplate. [[Legal eagles]] will get het up about [[indemnities]], [[Events of default|default events]] and [[close out]] rights, and swear blind that these ''aren’t'' just boilerplate. (They are.) To be sure, they excite animal passions — at least, amongst [[credit officer]]s and [[lawyer]]s — in a way that [[representations and warranties]], [[covenant]]s, notices, [[governing law]], [[counterparts]], [[entire agreement]], [[ | There are degrees of boilerplate. [[Legal eagles]] will get het up about [[indemnities]], [[Events of default|default events]] and [[close out]] rights, and swear blind that these ''aren’t'' just boilerplate. (They are.) To be sure, they excite animal passions — at least, amongst [[credit officer]]s and [[lawyer]]s — in a way that [[representations and warranties]], [[covenant]]s, notices, [[governing law]], [[counterparts]], [[entire agreement]], [[amendment]]s, [[process agent]] appointments, [[Contracts (Rights of Third Parties) Act 1999]] exclusions and so forth really don’t. | ||
===The buried risk of boilerplate=== | ===The buried risk of boilerplate=== | ||