Many agreements made by Florida business owners in the course of doing business or interacting with partners are drafted in the form of oral contracts. But without a written agreement to back it up, certain agreements in Florida are not enforceable under the state’s statute of fraud. Contracts for the sale of products above $500 and those involving real estate and other long-term investments are two such examples. Many businesses use pre-made forms with standard clauses when a transaction is expected to be documented regularly in a given field. To learn more try consulting a lawyer.
Therefore, it is likely that you will be given with a contract that contains boilerplate, or that you will need to create one from scratch to meet your business’s needs. Although you should seek the advice of a Dunedin contracts attorney for help with review and document creation, there are several fundamentals to keep in mind regarding boilerplate language that you should be aware of.
Standard Contract Provisions and How They Are Used
Some aspects of particular business arrangements are constant and apply to each and every deal. These terms are ordinary fare and are usually tacked on at the end of a contract, where they go unnoticed. The parties can reuse the same contract over and over again by just filling in the blanks on the important provisions and signing it.
Despite their apparent use, boilerplate provisions usually only serve to benefit the party who drafted them. It’s possible that courts won’t uphold overly one-sided clauses that favour a major organisation in a business-to-consumer setting. The assumption in the business-to-business sphere is that intelligent entities will properly defend their interests; thus, boilerplate could have a substantial influence.
Generalized Contractual Clauses
You’ve probably seen some of the most common boilerplate provisions before, like:
- Indemnification provisions, which lay out responsibilities in the event of litigation or claims brought by a third party;
- To specify which jurisdiction’s laws apply, a “choice of law” clause is included;
- The option to resolve disputes outside of court through mandatory arbitration;
- Restrictions on disclosing any information gained from the agreement’s execution; and
- Damages caps, including caps on both the dollar amount and the type of remedies (whether monetary or equitable) that can be sought in the event of a legal dispute.