A-Z Guide to Boilerplate and Commercial Clauses


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OVERVIEW

This popular book clearly and concisely de-constructs the boilerplate clauses commonly used in UK commercial contracts. No matter how obscure or complicated the clause, the book will enable readers to negotiate and comprehend the boilerplate clause, as well as draft a clause. Invaluable guidance is provided in a practical alphabetical format and offers vital information for each and every boilerplate, such as:

  • an explanation of the purpose of the clause;
  • a discussion of the issues and problems encountered in drafting the clause;
  • practical samples of commonly used precedents;
  • a summary of the underlying UK law, including consumer law issues where relevant; and
  • an explanation of relevant major cases that have affected the interpretation of the clause.

This third edition (Bloomsbury, 2012) also includes:

  • new precedent material on the obligations on a party to comply with particular UK regulatory and/or governmental laws and standards;
  • the handling of data (and its movement within or outside the EEA);
  • due diligence issues; and
  • new material dealing with how companies (and limited liability partnerships) can sign deeds (and other documents), following the implementation of the Companies Act 2006 (April 2008 for companies and October 2009 for limited liability partnerships.

Publication details:

(3rd Edition, Bloomsbury, 2012)

ISBN-13: 978-1847668950


REVIEWS

Phillip Taylor MBE and Elizabeth Taylor of Richmond Green Chambers:

Commercial lawyers will certainly bless this book, now in a new third edition via Bloomsbury Professional. The beauty and of course the utility of the book — as the title indicates — is that the clauses — boilerplate clauses to be precise — are listed for ease of use in alphabetical order from `acknowledgements’ to `warranties’. This feature alone is a boon to the busy lawyer, or indeed anyone tasked with drafting a commercial contract. (One of the better known clauses in this alphabetical list is `completion’ pertaining to the sale of real property.)

But what exactly are `boilerplate clauses?’ Although the term generally defies precise definition, the co-authors Mark Anderson and Victor Warner state that it’s used broadly to mean contract terms that are found in commercial agreements, almost irrespective of the subject matter of the agreement. Usually found toward the end of an agreement, they quite often are not necessarily concerned with its subject matter, or its main purpose. Nonetheless, as the authors imply, you ignore or dismiss such clauses at your peril. Failure to consider (or understand) all the provisions of a commercial agreement (even the “boring “ones)’ [i.e. boilerplate clauses] say the authors, can have serious consequences – hence the value of this book, which also examines a selection of other contract clauses frequently encountered in many types of commercial agreement.

This new third edition has been written as a practical guide (rather than specifically a legal textbook or casebook) for practitioners frequently faced with the challenges posed by boilerplate and other commercial clauses in their everyday commercial work. Following on from the two previous editions, this new one provides additional explanations and commentary on the legal principles which underline a boilerplate clause. Other new material includes sections on data protection, freedom of information and good faith and much more besides. The book also provides extensive tables of cases, statutes, and statutory instruments, plus an appendix which features a sample boilerplate agreement and detailed index.

Primarily this is a useful practitioner guide to an often confusing, yet crucially important area of law, although the authors are careful to state that it is not a general guide to negotiating or drafting contracts. For that they recommend their book `Drafting and Negotiating Commercial Contracts’ also published, like this particular volume, in 2012.

Ken Adams, www.koncision.com (of the Second Edition): 

If you’re an English practitioner and you routinely find yourself with your head under the hood of contract boilerplate, you’ll want a copy of this book… A-Z Guide to Boilerplate and Commercial Clauses is a rich resource, and I expect to be consulting it often.

In-House Lawyer (of the Second Edition):

An extremely useful reference work, the book will be of great benefit to in-house counsel drafting commercial contracts

Legal Week (of the Second Edition):

…a useful addition to the practitioner’s library. Anderson’s book is to be welcomed.

His Honour Humphrey Lloyd QC, The International Construction Law Review (of the Second Edition):

The work’s strength lies in two main features. First, from the point of view of English law (for that is its base) it provides guidance by reference to numerous cases (some of which might well have been overlooked) for the purposes of assisting someone to draft a contract effectively. Secondly, it provides “worked examples”… [The book] is very useful and I hope that it will reach a wider audience.