Brexit—drafting boilerplate clauses
Brexit—drafting boilerplate clauses

The following Commercial guidance note provides comprehensive and up to date legal information covering:

  • Brexit—drafting boilerplate clauses
  • Definitions clause
  • Interpretation clause
  • Governing law clause
  • Jurisdiction clause
  • Arbitration clause

The United Kingdom’s withdrawal from the European Union on exit day has a number of implications for the drafting, negotiation and enforcement of contracts governed by English law. This Practice Note considers the impact of Brexit on boilerplate clauses specifically.

'Boilerplate' is the term used to describe the clauses that are included in an agreement to deal with the mechanics of how it works and those legal points that are relevant to most transactions. They are generally found at the beginning and the end of an agreement. Boilerplate clauses are often thought of as standard, miscellaneous provisions, but this is a very dangerous view to adopt. As a boilerplate clause will deal with issues such as the interpretation, validity and enforcement of an agreement, it can have a significant impact on the other clauses in an agreement and on an agreement as a whole. It is important that any such impact is intentional and not the result of a boilerplate clause being included in an agreement with little thought. It is not unusual for a boilerplate clause to be the cause of litigation.

In particular, this Practice Note looks at how Brexit may affect or change a boilerplate:

  1. definitions clause

  2. interpretation clause

  3. governing law clause

  4. jurisdiction clause, and

  5. arbitration clause

For the purpose of this Practice Note, all references to ‘exit day’ are to