Boilerterms

Abstract

Key points

• 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 article argues in support of a different approach.
• It calls for a replacing of several standard pieces of contract boilerplate with codes that the article 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 would mitigate the costs generated by contract boilerplate more effectively than model contract language while preserving the many benefits conferred by that boilerplate.