The Three and a Half Minute Transaction: What Sticky Boilerplate Reveals About Contract Law and Practice

23 Pages Posted: 27 Aug 2013

See all articles by Andrea J. Boyack

Andrea J. Boyack

Washburn University - School of Law

Date Written: July 29, 2013


The Three and a Half Minute Transaction: Boilerplate and the Limits of Contractual Design, by Mitu Gulati and Robert E. Scott, is a cautionary tale about modern legal practice where the protagonist is the standard sovereign debt contract. The book discloses an undeniable flaw in sovereign bond boilerplate (the widely used pari passu clause) that, in spite of expensive, sophisticated lawyering, perpetuates a risky disconnect between party intent and contract terms. The fact that boilerplate terms persist even in elite sovereign-lending practices suggests that the problem of over-reliance on standard form language is ubiquitous.When contract terms diverge from client risk management and intent, lawyers have neither provided clients proper representation nor justified their fees.

Situated in the context of sovereign debt failures and a profession at the crossroads, the authors' engaging book sounds a well-researched wake-up call to the law.

This review explains the context of their study and then builds upon their findings. This review explores two questions suggested but not addressed in The Three and a Half Minute Transaction, namely: What does boilerplate stickiness reveal about the continuing validity of certain contract law doctrines, and what does it suggest for the evolving role of the modern transactional attorney? The conclusion on both accounts is that transactional law practice requires a systemic overhaul, re-focusing lawyerly attention from bulk production of contracts to innovations in contract research and design.

Keywords: sovereign debt, pari passu, boilerplate, standard form, transactional drafting, lawyering, contracts, transactional law

JEL Classification: K1, K4, K10, K12

Suggested Citation

Boyack, Andrea J., The Three and a Half Minute Transaction: What Sticky Boilerplate Reveals About Contract Law and Practice (July 29, 2013). Available at SSRN: or

Andrea J. Boyack (Contact Author)

Washburn University - School of Law ( email )

1700 College Avenue
Topeka, KS 66621
United States

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