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Goodmans Publications

Boilerplate fabric lessons

June-1-2016

Lawyer Neill May
Area Corporate Finance and Securities

Summary

Article originally published in the Canadian Lawyer Magazine, June 2016

Excerpt from "Boilerplate fabric lessons":

Most agreements, of course, also typically feature relatively standard provisions at the end, commonly described as “boilerplate.” To continue the analogy, my notional conversational partner might insist that for the purposes of our conversation “time is of the essence.” In the earlier stages of my career, I considered heavy markups of boilerplate provisions to be a signal that opposing counsel had too much free time or too little insight into the core operative provisions. For these purposes, I will refer to myself as the party that was “flat wrong.” Recent Ontario and Delaware court decisions concerning “entire agreement” and “non-reliance” provisions demonstrate that those clauses are often critically important.

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