Slate Money Money Talks: Boilerplate Land Mines
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Mar 17, 2026 Mitu Gulati, a UVA law professor who studies contract law and hidden boilerplate hazards. He walks through how unread, copied clauses become legal landmines. Stories range from pari-passu fights in sovereign debt to surprise powers in ISDA and Treasury wording. The conversation highlights how stale language and changing norms create unexpected legal firepower.
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Boilerplate Persists Because Nobody Reads It
- Boilerplate contracts are widely copied and rarely read, so repetition creates ignorance not clarity.
- Mitu Gulati found students and landlords unaware of copied clauses like foreign arbitration or quick eviction terms, revealing systemic misuse.
Students Shocked By Hidden Lease Clauses
- Mitu Gulati described showing students their rental agreements and seeing shock when clauses like Amsterdam arbitration or three-day eviction appeared.
- Landlords also were unaware they'd copied form-book clauses, illustrating unconscious propagation.
Elliott Turned A Supposedly Meaningless Clause Into Billions
- Felix Salmon recalled the pari passu clause being dismissed as meaningless until Elliott used it to extract huge recoveries from sovereign debtors.
- That case revealed how an overlooked boilerplate appendix could be litigated into enormous value by aggressive creditors.