How Do You Plan To Use Your Contract? Context Matters.

When your business needs a standardized contract, it's tempting to reach for Google and ChatGPT. After all, you're smart and you're going to review each clause of the contract before using it, right? But even a good clause—maybe even one that is perfectly drafted—can bite you, as the Utah Court of Appeals recently illustrated in Montes v. National Buick GMC Inc., No.20210621-CA.

We've all seen boilerplate clauses in contracts, usually relegated to the "Miscellaneous," "General" or "Other" sections. These are the provisions that aren't tailored to a particular deal and generally include things like non-waiver, choice of law, blue pencil authority, force majeure, notice and non-assignment clauses. One of the most common provisions is an integration clause, which is intended to avoid a later claim that the parties orally agreed to terms beyond those written in the contract. It does so by providing that the written contract is the entire and complete agreement made by