13 Pages Posted: 24 Jul 2021
Date Written: July 22, 2021
Contract boilerplate generates many benefits for contract users. It also generates costs. In the past, reformers have attempted to mitigate these costs by drafting model contract language and urging contract users to incorporate this language into their agreements. This brief Essay argues in support of a different approach. It calls for replacing several standard pieces of contract boilerplate with codes that the Essay dubs “Boilerterms.” Instead of writing a standard choice-of-law clause into an agreement, for example, the parties would write “Boilerterm COL—Broad (New York).” An authoritative guide prepared by experts would clearly define the meaning of the code, thereby making it easier for litigators and judges to interpret it. The widespread adoption of Boilerterms, the Essay argues, would mitigate the costs generated by contract boilerplate more effectively than model contract language while preserving the many benefits conferred by that same boilerplate.
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