Recitals Of The Agreement

Key definitions used throughout the operational part of the contract are better used in the definition section of the treaty than in the recitals, since the recitals may have no legal value. This is not necessarily the approach taken in practice, as is the case with the 2012 International Petroleum Negotiater Association (AIPN) model for the Joint Enterprise Agreement (AIPN JOA). In the AIPN JOA, the term « contract » is defined in the recitals by reference to the contract for the sharing of the underlying production, the concession of the state, the license, the leasing base or any other instrument related to this particular JOA. The « contract » is defined in the « Definitions » section as « the instrument defined in the recitals of this agreement, including any extension, extension and/or amendment. » Is it possible to completely exclude the effectiveness of the recitals? A recital can and should be taken into account in interpreting the importance of a contractual agreement. [6] Recitals are formulated as traditional paragraphs with complete grammatical sentences and not as several clauses that emerge from the original preamble. It is therefore not necessary to limit the recitals to a single sentence. It is a good practice to end each recital by a complete stop and not by a semicolon. This is also preferable with respect to contract editing software, in which paragraphs are automatically inserted or omitted. Do not write, for example: it is essential that the recitals be subordinated to the operational provisions of a contract, unless there is doubt as to the meaning of the explicit terms of a contract. In this case, the parties are fully subject to the contract and the recitals cannot be invoked4.

However, if there is ambiguity in the contract, a court may consider the recitals in order to prove the parties` actual intent, as well as guidance on the interpretation of a contentious provision5. An agreement between the owner of Blackpool FC (BFCP) and an external investor provided that proceeds from the development of part of the stadium would be shared by the parties after deducting all investments greater than the amounts invested by the parties under the agreement. When the contract was concluded, the parties expected that the final phase of the development would be funded by a third party. But to everyone`s surprise, Blackpool FC joined the Premier League and, as a result, BFCP had sufficient means to complete the development itself.