Document composition and formats - Using standard clauses, t...

Learning Outcomes

After reading this article, you will be able to identify and explain the main features of using standard clauses, templates, and precedents in legal document drafting. You will understand the purpose and structure of precedent use, the practical risks, and how to approach document amendment and tailoring. You will be able to apply principles of clear, compliant legal drafting for SQE2 requirements.

SQE2 Syllabus

For SQE2, you are required to understand how legal documents are constructed using precedents and standard clauses. In your revision, pay particular attention to:

• the purpose and use of standard precedents and templates in legal drafting
• identification and proper use of standard clauses (boilerplate provisions)
• evaluating risks and limitations of relying on precedents
• techniques to tailor drafted documents to client instructions
• appropriate amendment, explanation, and record-keeping in relation to document use.

Test Your Knowledge

Attempt these questions before reading this article. If you find some difficult or cannot remember the answers, remember to look more closely at that area during your revision.

1. Why is it important to record amendments made to a precedent document when preparing a client agreement?
2. Which of the following is a core reason NOT to copy a precedent uncritically? a) efficiency
   b) risk of out-of-date law
   c) clear formatting
   d) client satisfaction
3. What is generally the preferred method for showing substantive changes to a contract template shared for review with another solicitor?
4. Explain the purpose of a “boilerplate” clause in a business contract.

Introduction

Legal professionals rarely draft complex contracts or court documents entirely from scratch. Instead, most rely on previously prepared examples—called precedents or templates—and incorporate standard wording for recurring provisions. For SQE2, you must understand how and when to use such documents and the associated legal and practical risks.

Key Term: Precedent
A previously drafted legal document or clause, typically maintained by firms or found in specialist publications, used as a starting point for similar legal drafting tasks.

Key Term: Standard clause (Boilerplate)
A recurring contractual provision with (nearly) universal wording, designed to address general issues such as notices, governing law, or interpretation, applicable across many agreements.

Key Term: Template
A model form document with standard structure and wording, intended to be completed or modified for a particular transaction or matter.

The purpose of precedents and templates

Precedents and templates serve to increase efficiency and consistency in document drafting. Practitioners save time by starting with trusted wording that covers anticipated legal obligations, procedures, and risks.

They also reduce the likelihood of omitting required legal terms. For example, a lease template will contain all the clauses necessary for a compliant lease, ensuring statutory and contractual compliance.

However, precedents must not be copied without careful review. They will rarely match a client's specific facts, instructions, or jurisdiction, and boilerplate text might introduce ambiguities or outdated law. SQE2 candidates must be able to identify when and how to modify standard documents appropriately and record changes clearly.

Standard clauses (“boilerplate”)

Many business documents incorporate standard clauses—known as boilerplate—to manage universal issues. Examples include:

• Jurisdiction and governing law
• Force majeure
• Notices
• Assignment and third party rights
• Confidentiality
• Entire agreement

Boilerplate clauses are not mere “filler.” Their interpretation can have significant legal consequences, as seen in numerous contract disputes.

Worked Example 1.1

A solicitor is instructed to prepare a consultancy agreement for a new business. The firm’s document bank contains a standard consultancy template and a set of standard clause precedents (boilerplate). What steps should the solicitor take before sending the draft to the client?

Answer:
The solicitor should:

• Review the template and confirm the core structure fits the client's instruction.
• Ensure all relevant standard clauses are included (or omitted, if inappropriate).
• Carefully tailor factual sections and commercial terms (such as scope or fees) to the client’s requirements.
• Remove or amend any irrelevant wording.
• Check the law applied in the template remains current and appropriate for the transaction.
• Record all substantive changes to the template in the working draft, and, if sending the document for external review, highlight these amendments clearly.

Legal and practical risks of using precedents

Using templates and boilerplates improves efficiency but introduces the risk of errors. The major risks of indiscriminate copying include:

• Incorporation of outdated or inapplicable law.
• Failure to tailor document to the fact pattern, client instructions, or jurisdiction.
• Introduction of conflicting terms or redundant provisions.
• Loss of meaning if standard wording is altered without appreciating its legal effect.
• Confidential information left from previous transactions or unsuitable provisions transferred between unrelated matters.

For SQE2, you may be required to spot the inappropriate use of a precedent, explain the consequences of copying a template without scrutiny, or to amend a standard clause which does not meet your client’s aims.

Worked Example 1.2

A solicitor copies a loan agreement precedent from a previous matter, which includes a clause excluding liability for delay. The current client is lending money and is concerned about the borrower’s late repayment. The exclusion clause accidentally remains in the draft. The client only spots this after signature, when a delay occurs. What is the likely consequence?

Answer:
The lender could be contractually prevented from recovering certain losses for late repayment because of the exclusion clause left in from the precedent. The solicitor may face a negligence claim or disciplinary issue for failing to modify the template correctly.

Good drafting practice when using precedents

To manage risk, adopt the following principles in practice and in SQE2 assessments:

• Read through the entire precedent or template and identify any parts which do not match the client's commercial aims, facts, or instructions.
• Update legal references, statute sections, and terminology as required.
• Keep a clear, dated record and version history of all amendments, especially for documents shared externally.
• Consider whether each standard clause is appropriate or needs adjustment or explanation to the client.
• Avoid introducing conflict, ambiguity, or contradictory provisions.

Key Term: Amendment record
A document or annotation noting every substantive change made to a precedent or template during the drafting and review stages.

Sharing documents and showing amendments

When sharing a draft document with the client, another party, or colleague for review:

• Clearly distinguish your amendments, either by traditional coloured pen (hard copy) or using the track changes feature in word processing software (electronic).
• For major contracts shared with other lawyers, include a “travelling draft” showing additions and deletions, or maintain a running log of changes.
• Never remove standard warnings or update instructions present in some templates (e.g. "Remove this clause if inapplicable") until you have checked whether they are still relevant.

Worked Example 1.3

You are reviewing a standard business sale agreement. The template contains a "governing law" clause specifying Scottish law, but the transaction now concerns a business in England. What should you do?

Answer:
Amend the governing law clause so it refers to English law. Confirm all references throughout the template are consistent with English jurisdiction and law, and update or remove any other inappropriate references left over from use in a Scottish context.

Explaining documents to clients

As part of SQE2 practice, you may be required to draft a short client-friendly explanation of a document composed from a template or precedent. This explanation should:

• Summarize the specific effect of critical clauses, especially any key risks, exclusions, or legal obligations.
• Highlight key amendments (e.g. departure from standard terms or unusual provisions).
• Inform the client about any express or implied standard meanings of boilerplate clauses that may affect their rights or liability.

Exam Warning

For SQE2, you may be given a template to complete or amend. Do not assume all content is appropriate for your scenario. Read the whole document and tailor as needed. Marks are lost for including irrelevant, redundant, or conflicting terms from precedents when the task requires precise, tailored drafting.

Revision Tip

Standard clauses and boilerplates commonly recur in contracts and are prime targets for single-best-answer and practical drafting SQE2 questions. Prepare concise outlines of common boilerplate terms and practice explaining their legal effect.

Key Point Checklist

This article has covered the following key knowledge points:

• Precedents and standard templates are starting points for legal drafting, not final documents.
• Boilerplate clauses address general contract issues and require scrutiny in every transaction.
• Risks of using precedents include outdated law, irrelevant terms, and conflicting provisions.
• All amendments to documents and precedents must be recorded and clearly shown.
• Practice clear explanations and tailored changes when composing client documents for SQE2.

Key Terms and Concepts

• Precedent
• Standard clause (Boilerplate)
• Template
• Amendment record