Before You Sign the Deal, Check Out the Boilerplate Provisions

When business people commit deals to writing, they are mostly concerned with getting the essential terms correct. They know they need to iron out specifics about the price, payment, products, warranties, and other key terms.

But boilerplate provisions matter, too. In addition to the specific details of the agreement, most business contracts contain additional clauses. These so-called boilerplate terms usually appear at the end of the contract. Sometimes, if no lawyer is involved in drafting the contract, one party may simply use the same boilerplate provisions from the last contract drafted by a lawyer—and the other party just signs off on them without much thought. In fact, neither party may really think about what those terms mean and how they could impact the contract. But ignoring these terms could be a costly mistake if a lawsuit becomes necessary.

Forum selection clauses affect where the parties can file a lawsuit

One boilerplate stipulation that can dramatically impact a case is the forum selection clause. The forum selection clause governs where the parties can file a lawsuit related to the contract. If both parties are located in the same state, this usually isn’t a concern. However, a boilerplate forum selection clause could dramatically tilt the balance of power between two companies located in different states. For example, if a clause required all lawsuits to be filed in Texas, a party based in California may be disinclined to file suit. The party would have to weigh the expense of hiring local counsel and litigating an out-of-state matter. Forum selection clauses can impact cases in other ways, too.

When in doubt, ask an attorney to review a proposed agreement. The attorney should be able to help you negotiate a contract that fully protects your interests, including its boilerplate terms.

Do you need the help of an experienced litigation attorney?

If you’re involved in a dispute over a business contract, you need to hire a commercial trial attorney. Call Dallas business litigation lawyer Mazin A. Sbaiti at 214-432-2899.