The focus of much of the literature on standard-form contracts has been the problem of power and informational asymmetries among the contracting parties. One party dictates the terms — for example, a big consumer-goods producer may draft a standard-form contract that forms a mandatory part of all consumer purchases — and the other party is a passive recipient of the terms.

Boilerplate contracts, however, are found in many markets where the relationship between the parties is not characterized by power imbalances. Instead, we find sophisticated parties on both sides and a multitude of parties employing contracts with slight variations on the same set of boilerplate terms. For example, large portions of the markets for bonds and derivatives are dominated by boilerplate of this type. Our goal is to suggest that the interpretation of boilerplate contracts among sophisticated parties is a topic in need of attention.