Boilerplate Clauses, International Commercial Contracts and the Applicable Law [Hardcover]

Explains how boilerplate clauses fail in the intended aim of self-sufficiency, even under English law, their system of origin.Boilerplate clauses are often inserted into international commercial contracts in the assumption that the legal effects will only be based on the contract as opposed to the applicable law. This book demonstrates that principles such as good faith and loyalty common to systems of civil law undermine this assumption.Boilerplate clauses are often inserted into international commercial contracts in the assumption that the legal effects will only be based on the contract as opposed to the applicable law. This book demonstrates that principles such as good faith and loyalty common to systems of civil law undermine this assumption.With the aim of creating an autonomous regime for the interpretation and application of the contract, boilerplate clauses are often inserted into international commercial contracts without negotiations or regard for their legal effects. The assumption that a sufficiently detailed and clear language will ensure that the legal effects of the contract will only be based on the contract, as opposed to the applicable law, was originally encouraged by English courts, and today most international contracts have these clauses, irrespective of the governing law. This collection of essays demonstrates that this assumption is not fully applicable under systems of civil law, because these systems are based on principles, such as good faith and loyalty, which contradict this approach.Introduction; Part I. How Contracts Are Written In Practice: 1. Negotiating international contracts: does the process invite a review of standard contracts from the point of view of national legal requirements? David Echenberg; 2. Multinational companies and national contracts Maria Celeste Vettese; Part II. Methodological Challenges: 3. Does the use of common law contract models give rise to a tacit choice of law or to a harmonised, transnational interprelsO