Boilerplate fabric lessons, Canadian Lawyer

Neill May is a contributor to Canadian Lawyer magazine. This article was originally published in the June 2016 issue.

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.