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Why “boilerplate”? 24 February 2015

I am writing some PowerPoint slides about lease negotiation, and this week I am looking at what lawyers call “boilerplate”.  This is all the dull stuff that seems to be the same (or more or less the same) whichever firm drafted the document.

One definition, from Websters New World Law Dictionary (a US publication) is:

“Any standardized (sic) language or working that is almost always found in certain legal documents such as contracts and deeds. The terms are often in fine print and typically deal with matters that are either non-controversial or non-negotiable.”

So I started to wonder, for the umpteenth time, why it’s called “boilerplate”.  What possible connection could there be between the steel used for making boilers and the dull stuff in a contract ?  As usual, the answer is in Wikipedia.

The original meaning of boilerplate (in the sense of words) was text made available to newspapers in standard form, so that every paper printed exactly the same column or advertisement.  The key to the name was that this text was supplied in a form that was already typeset and ready for the printing press, stamped (for durability) into sheets of steel – presumably the same material used for making boilers (although I imagine not quite so robust).  This was termed “boilerplate text” or just “boilerplate”.

The term then became used for any text that is used in an unchanged form, including text in legal documents.  In a standard form contract, of course, the text really is unchangeable.  However, even in a document intended to be negotiated, such as a contract for the sale and purchase of property, or a lease, much of the text (such as the clause relating to interpretation) is rarely altered in practice.

And yet, as I shall be telling people in my lease negotiation talks, that does not mean that you do not need to read it – and amend it where necessary.  Who knows what horrors might be hidden away in the boilerplate provisions.  One law firm’s lease precedent includes within the boilerplate a provision that says that the landlord is not liable after assigning its reversionary interest.  Any alert tenant’s lawyer might want to take a red pen to that.


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