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Boilerplate is important. The provisions lost at the end of a contract or ignored at the beginning of an information memorandum might not be subject to the same negotiation as the terms specific to the transaction, but they can be vital in defining the parties' relationship and, as a result, their legal obligations. Is a bank providing an execution only service or is it advising? Can the bank be paid first and fight the counterclaim later? Where must that fight take place? In this briefing, we consider the recent case law on boilerplate clauses, which demonstrates the need to understand the benefits that boilerplate can provide, but also its limits.

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