Boilerplate Clauses, International Commercial Contracts and the Applicable Law

1. Negotiating international contracts: does the process invite a review of standard contracts from the point of view of national legal requirements?
2. Multinational companies and national contracts
3. Does the use of common law contract models give rise to a tacit choice of law or to a harmonised, transnational interpretation?
4. Is a uniform interpretation of international contracts that is independent from the applicable law possible?
5. Common law-based contracts under German law
6. C o m p a r i n g e x c u l p a t o r y c l a u s e s u n d e r A n g l o - A m e r i c a n l a w : te s t i n g t o t a l l e g a l c o n v e r g e n c e
7. Circulation of common law contract models in Europe: the impact of the European Union system
8. The common law tradition: application of boilerplate clauses under English law
9. The Germanic tradition: application of boilerplate clauses under German law
10. The Romanistic tradition: application of boilerplate clauses under French law
11. The Romanistic tradition: application of boilerplate clauses under Italian law
12. The Nordic tradition: application of boilerplate clauses under Danish law
13. The Nordic tradition: application of boilerplate clauses under Finnish law
14. The Nordic tradition: application of boilerplate clauses under Norwegian law
15. The Nordic tradition: application of boilerplate clauses under Swedish law
16. The East European tradition: application of boilerplate clauses under Hungarian law
17. T h e E a s t E u r o p e a n t r a d i t i o n : a p p l i c a t i o n o f b o i l e r p l a t e c l a u s e s u n d e r R u s s i a n l a w

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.