Although this was the decision of a Masters to summarise the reasons for judgment, it draws attention to the dangers of a rigid approach to the interpretation of the standard clauses of the boiler platform. As with any other clause, they are always interpreted as part of the overall contract. However, in the design phase, it is risky to rely on the Tribunal adopting a more comprehensive view of the interpretation of the standard basic rules (such as the fact that the decision was overturned in November 2018 in the context of an appeal). It is better to include the standard exclusion for misrepresentation and avoid any conflict of nat. Full contractual clauses are a standard feature in boiler platform contracts. They have been the subject of numerous litigations and detailed judicial analyses. This is why a standard approach to the development of these clauses has been put in place. However, when interpreting these clauses, the courts will not analyze the clause in isolation – the usual rules of interpretation apply. As recent cases show, the guidelines in the case law will be helpful, but the courts will adopt them in the broader context of the agreement reached. In this regard, we review recent decisions on all contractual clauses and analyze their practical effects. Questions about the effectiveness of whole contractual clauses are increasingly being raised in litigation, particularly in disputes related to long-term contracts such as joint ventures, long-term supply contracts, long-term financing agreements or amendments and/or extensions of such agreements or agreements in which the parties have had a long period of activity. Entire contractual clauses are often introduced by signatories in the “Boilerplate” category.
The clauses of the boiler platform are generally uncontested and are often repeated in contracts by the parties in a routine manner, without much negotiation or taking into account the context and background of the contract in question. They are commonly referred to as “standard” and treated, which sometimes means that they do not always attract as much attention and consideration as the other terms of the contract, especially the terms and conditions. A simple contractual clause could, in appropriate circumstances, be worded as follows: improvements will be made to such clauses, for example where the purpose of such a clause is to ensure that the terms and intentions of the commitments are defined in a single document. The objective, in turn, is to promote safety and possibly to prevent the parties from using declarations or assurances in pre-contract negotiations to try to verify what the contract requires as a benefit. Entire contractual clauses generally seek to exclude the assurances and statements of the parties relied on by the parties at the conclusion of the contract, but which were not expressly included in the contract.