Finalitatea dispoziţiilor finale sau impactul clauzelor „boilerplate” asupra contractului
The miscellaneous nature of miscellaneous terms or the impact of standard boilerplate on the contract

Summary/Abstract: This study attempts to analyse the legal effects of certain contractual terms, often imported from common law-inspired legal drafting techniques, on contracts subject to Romanian law. Most often found in the final section of contracts, under the umbrella of the “miscellaneous” section title, these clauses have become commonly known as “boilerplate” – clauses drafted in specific terms of art which cover a broad scope ranging from assignment, dispute resolution, notifications, formal requirements, interplay between different contractual documents, etc. Some of these clauses were, however, conceived in a system characterized by fewer supplemental rules than the Romanian legal system. They can therefore have surprising effects when they are “transplanted” without prior review. We therefore attempted to observe the extent to which these clauses are effective in the Romanian legal system and, as the case may be, the extent to which those effects are similar to the effects pursued in the legal systems of origin. We also tried to review the reaction of local practice to the amendments brought by the 2011 Civil Code as concerns external or surprising terms.

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