The preamble to a contract usually consists of one to five paragraphs that identify the entire transaction. For most relatively standard types of contracts, the list of recitals is limited to a few. On the other hand, highly customized (complex) transaction agreements and agreements may have a dozen or more considerations that list any fact or event, the uncertainty to be settled or each party`s position on a dispute. presentation. Considerations in European-style contracts are often listed by capital (A), (B), (C), etc., or roman numbering. Considerations should not be points. U.S.-style contracts often start with the word Whereas,… In addition, recitals are generally considered a enumeration: each recital would end with a semicolon, while the first recital is the continuation of the “lead-ins” (which could be the preamble title “whereas”). See also section 5.2 (d) (enumerations). A preamble to a statute describes the reason for the law. The result is the question of which parts of the treaty constitute the legally binding agreement, referring to the explicit provisions agreed between the contracting parties. If the answer to this question is not the treaty as a whole, then it should be clear where legally binding rights and obligations begin and end.
Often, when trade agreements contain a motivational section that precedes operational arrangements, recitals are among the sections of the contract that were least considered by the parties during the development phase. It is widely considered that the recitals are not legally relevant, as their role is in principle “scenic” and is not automatically part of the operational and legally binding agreement reached between the parties. However, in the event of a treaty interpretation dispute and where a court or arbitrator is tasked with deciphering an ambiguous provision, the recitals can be invoked as an aid to interpretation. After all, they are part of the written contract in one way or another. The agreement usually enters into force on the date of its signing. Caution should be exercised when another date is chosen as the validity date. The preamble may be, but it is not necessary, followed by recitals. The judges` enthusiasm to refer to a preamble on the interpretation of another part of the statute was declared, for example, by Hackland J. in Allen: if considerations are included, they should summarize the essential trade agreement between the parties and explain why they conclude the agreement. This context can then be useful in resolving issues between the parties or in allowing third parties, such as.B examiners who examine them, to understand their purpose. Considerations are not mandatory, but are often used in trade agreements to define the context of the treaty.
There is no mandatory format for the drafting of recitals, but these generally contain concise factual assertions that describe the main circumstances and details relevant to the termination of the contract. Statements of intent and references to related contracts may also be included. In some contracts, the publication of the recitals is usefully referred to by an introductory text marked “RECITALS”. Contractual obligations should not be included in the recitals, but should be more appropriately incorporated into the legally binding operational provisions. The same principle applies to key definitions. In order to ensure the inclusion of key definitions in the legally binding contract, a better approach might be to include the text “as defined below” just before the term defined in the recitals and, therefore, to implicitly draw the reader`s attention to the section of the definition contained in the treaty arrangement.