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 (or applicable law or choice of law) clause
  • Jurisdiction clause
  • Arbitration clause

Brexit: As of exit day (11pm on 31 January 2020) the UK is no longer an EU Member State. However, in accordance with the Withdrawal Agreement, the UK has entered an implementation period, during which it continues to be subject to EU law. This has an impact on this Practice Note. For further guidance, see Brexit Bulletin—key updates, research tips and resources and Brexit toolkit.

The United Kingdom’s withdrawal from the European Union on exit day, the implementation period, and the period beyond each have 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