The term “boilerplate” is often thrown around without knowledge of its origins. This term is deeply rooted in the legal profession, but do most lawyers know how it evolved?
“Boilerplate” describes the standardized text in a contract or legal document. This expression emerged in the 19th century, when steel plates were used as templates to produce steam boilers. The usage of the term “boilerplate” first gained popularity in the newspaper industry, as these standardized metal plates reminded editors of the unmodified work that some writers assembled for publication.[i] In the mid-1950s, the legal profession deployed this term to describe standard clauses in contracts that typically remain unchanged. In 1954, the Bedford Gazette published an article criticizing boilerplate provisions on the basis that companies frequently used the fine print of boilerplate provisions to mischaracterize the law.[ii]
As implied by its origin, boilerplate provisions are considered standard templates. They are typically found at the end of most legal documents, often hidden in a section titled “Miscellaneous” or “General.” These provisions are necessary for outlining essential terms of the contract and governing the relationship between the parties involved in the transaction. After signing what may feel like hundreds of closing documents, these boilerplate provisions can seem like general contractual provisions one may overlook. However, this may not be the case, and the misinterpretation or neglect of a boilerplate provision can lead to unnecessary litigation. It is essential to familiarize yourself with these boilerplate clauses to ensure you understand what they entail and avoid legal consequences in the event of a dispute.
Notes:
[i] Chen, James. “Boilerplate Language, Uses, History, Examples, Pros & Cons.” Investopedia, Investopedia, 16 Oct. 2022, https://www.investopedia.com/terms/b/boilerplate.asp.
[ii] “Boilerplate.” Worldwide Words, https://www.worldwidewords.org/qa/qa-boi1.htm.