Meetings & Conventions: Planner's Portfolio February
The Law & the Planner
BY JONATHAN HOWE
Boiler-Plate Contracts: Too Hot to Handle?
The standard wording planners tend to ignore may be crucial
if the deal goes sour
Generally, most meeting planners don't really care about what
lawyers call "boiler plate" provisions of contracts. That is, until
the boiler plate burns them.
Often, lawyers and clients fall into a false sense of security
based on the words "boiler plate," which refer to detailed standard
wording in a contract. After all, if it's standard, it shouldn't be
problematic, right? Absolutely wrong.
Consider a few boiler-plate provisions that could haunt a
planner or supplier.
Counterparts: A typical provision says the
agreement may be executed in any number of "counterparts" and by
different parties in "separate counterparts." In other words, more
than one piece of paper is related to the deal, and more than one
person signs those papers. The provision goes on to say that "each
counterpart, when so executed, shall be deemed to be an original
and all of which together shall constitute one and the same
agreement." Translation: All of those pieces are part of the same
A meeting planner is likely to see this as no cause for concern
and sign off on it. But consider this: According to basic contract
law, the party who makes the offer controls the method by which it
can be accepted. He is likely to require signatures on all contract
documents. When we deal with "counterparts," the parties agree
there may be several documents out there. And if any one of those
pieces of paper is not signed, or if changes exist in one of the
pieces but not the others, the contract may be considered
Several court decisions stress the importance of playing the
contract game according to the legal rules. In one case, signatures
were to appear on numerous pages. On one page that three people
were expected to sign off on, only one or two signatures appeared.
The result: no contract.
Notices: Generally, the boiler plate will state
that "notices" are to be given by "certified" or "registered" mail.
If the planner calls or sends a fax to make changes in a room
block, for example, these "notices" were not communicated in
accordance with the contract and legally do not have to be
Merger of Terms: Most contracts say something
to the effect that all terms and conditions previously agreed to
are part of the written contract, and if not so stated, they are
not a part of the contract. Therefore, if it's not in the document,
it's not a legal obligation.
Choice of Law: This may specifically limit what
state or country's law will be used to interpret the contract, and
in almost every case it will be the law of the location of the
meeting. For the most part this will not be a problem -- unless you
are offshore. (For offshore meetings, attempt to go with "the laws
of the United States" or your state in particular.)
MORE THAN SEMANTICS
These points may seem trivial now, but when someone wants to
make or unmake a contract, they can be crucial. Always read the
boiler-plate provisions -- and be sure you thoroughly understand
Just for a moment suppose that you have exchanged documents with
the hope of entering into a contract with your supplier. Your
lawyer has suggested that language be included in the document to
the effect that it can be executed in counterparts and accepted by
a fax response. This can happen, but the lawyer should have made a
distinction between the formation of a contract and evidence of the
contract itself. You can accept by way of a fax. However, if a
dispute arises, the courts look for the "best evidence." A fax is
nothing more than a copy, and if you don't have an original, can
you prove the existence of the contract?
In one case, the parties had signed, at separate locations, a
copy of the proposed agreement, and each left the counterpart with
his or her own lawyer. Signed copies, nonetheless, were never
When one party wanted out of the deal, the court upheld the
contract, ruling that the two undelivered copies formed one binding
contract. Why? The document included a boiler-plate phrase that
counterparts would be enforceable, and it did not specify that the
contract had to be delivered.
Clearly, boiler-plate language, even the most simple provisions
that so many lawyers take for granted, deserves close attention. In
the end, you're the one who will take the heat for signing that
page without a second glance.
Jonathan T. Howe, Esq., is
a senior partner in the Chicago and Washington, D.C., law firm of
Howe & Hutton, Ltd., which specializes in meetings, travel and
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