Boilerplate: Standard form, standard failings?
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This week Lawson Caisley and Richard Farnhill hosted an event for General Counsel looking at boilerplate provisions in contracts. Richard noted that, while contracts are being interpreted more literally, the treatment of certain boilerplate provisions by the courts has not followed the natural meaning of the words.
According to Richard, there are three types of boilerplate provision:
- those where the typical form of wording may not work but which can be fixed;
- those where almost irrespective of what you write the court won't give effect to the words; and
- those containing drafting errors, which are the easiest to fix.
Most of the debate centred around "no variation" clauses which the Court of Appeal has confirmed do not really work, at least in their typical form (Globe Motors v TRW; MWB v Rock Advertising).
We also discussed the limited effectiveness "no waiver" clauses and a case in which Lawson had acted (Tele2 v Post Office).
Comments
18 May 2018 at 3:17 pm
Jason Rix says:
As Richard Farnhill explains the Supreme Court has found “no oral variation” clauses to be effective
28 March 2017 at 3:30 pm
Jason Rix says:
MWB was granted permission to appeal to the Supreme Court on 31 January 2017 (UKSC 2016/0152)