Boilerplate Clauses, International Commercial Contracts and the Applicable Law: Common Law Contract Models and Commercial Transactions Subject to Civilian Governing Laws

With the aim of creating an autonomous regime for the interpretation and application of the contract, boilerplate clauses are often inserted into international commercial contracts without negotiations or regard for their legal effects.

The assumption that a sufficiently detailed and clear language will ensure that the legal effects of the contract will only be based on the contract, as opposed to the applicable law, was originally encouraged by English courts, and today most international contracts have these clauses, irrespective of the governing law.

This collection of essays demonstrates that this assumption is not fully applicable under systems of civil law, because these systems are based on principles, such as good faith and loyalty, which contradict this approach.

• Explains the most typical effects of boilerplate clauses under the law of a series of countries to assist practising lawyers who use them in commercial contracts;
• Demonstrates that international contracts are affected by the applicable law to a previously unsuspected extent, thus inducing practitioners and academics alike to reconsider their reliance on the possibility of uniformly interpreting and applying standard contract wording;
• Explains how contracts shall be interpreted if they are written on the basis of a law different from the law that governs them, thus providing practitioners with the instruments to write and interpret contracts in the awareness of the governing law;