Drafting Contracts: Sources. Cheryl Nyberg Oct. 19, 2006. Save Time. Don’t reinvent the wheel Take advantage of the expertise of others Learn the lingo. Boilerplate.
Drafting Contracts:Sources Cheryl Nyberg Oct. 19, 2006
Save Time • Don’t reinvent the wheel • Take advantage of the expertise of others • Learn the lingo
Boilerplate • BOILERPLATEboilerplate,n.1. Ready-made or all-purpose language that will fit in a variety of documents. • The term, first recorded in 1893, may have referred to steel plates affixed to boilers. But the modern sense comes from the use of the term to refer to copy set on printing plates (or molds to make the plates) and distributed in that form to newspapers. The copy could not be edited. 2. Fixed or standardized contractual language that the proposing party views as relatively nonnegotiable. [Cases: Contracts1. C.J.S. Contracts §§ 2-3, 9, 12.]
Formbooks • formbook. A book that contains sample legal documents, esp. transaction-related documents such as contracts, deeds, leases, wills, trusts, and securities disclosure documents.
Books with Forms • Many subjects • Search Law Library catalog by keyword:[subject] and forms
In-House Collections • Boilerplate developed & honed by attorneys in the firm • Form or contract “banks” • Knowledge management systems
Guide • Drafting Contracts: Formbooks & Drafting Resources • Site search feature: contracts
Westlaw Practice • An agreement between two companies on making links between their websites • A sample agreement limiting disclosure of confidential information involved in multimedia property development • A Washington State form to be filed by a foreign corporation to obtain leave to do business in the state
LexisNexis Practice • An outsourcing agreement for the modification of computer software • Amendments to a commercial lease agreement establishing liability for environmental risks • An agreement between Max Bialystock and Leo Bloom
Conclusions • Let someone else work for you • Look for a sample form or clause • Use more than one source • Evaluate forms before using • Modify form • To serve the client’s best interests • To comply with local law