Many non-lawyers (and often lawyers) overlook the details of contract clauses that are generally referenced as “boilerplate.” Sometimes the “boilerplate” clauses appear in contracts under the caption “Miscellaneous.”
But, the next time an attorney or a client refers to a contract, or any of its clauses, as being “boilerplate” . . . beware . . . .
A Delaware case that was decided in 2025 involved a multi-million dollar lawsuit in which the case was based on the meaning and interpretation of one of the boilerplate clauses in a contract governing an M&A (business sale/purchase) transaction.
A general overview and description of that lawsuit appeared in an article published in the American Bar Association’s Business Law Today. The article is captioned: “The Perils and Delights of Contractual Boilerplate.”