Need a legal contract term defined

[dullard]

In a proposed contract, there are several important items listed as "recitals". The after the recitals, it says the two parties agree as followed and it lists several articles.

What is the legal difference between a "recital" and an "article" in a contract?

 

[Jeeebus]

I'm assuming the recitals are listed something like...


Whereas X wishes to do Y

Whereas A made sweet love to B

Recital can mean many different things depending on the context. Give us that or it's hard to help.

 

[dug777]

terminology is likely different between AUS/US, but yeah, context is the kicker, always...

 

[CptObvious]

Recitals are just the introductory lines to a contract, to give background info. The difference between recitals and articles is that only articles define duties of the parties (usually involving the word "shall")

 

[dullard]

I'm just trying to review a potential contract first before sending it off to the expensive lawyers to review. And I wasn't sure of the difference. I won't post it here.

Most of the recitals are background info. Such as "Whereas X and Y acknowledge that...". But some of the recitals use the word "shall". "Whereas X shall do Z."

Are the recitals just as binding as the articles? That is, if one party breaks what it was to do in a recital is it still breach of contract?

 

[slsmnaz]

Wow I read that title wrong

 

[dullard]

Originally posted by: slsmnaz
Wow I read that title wrong

Yes, there is an "i" in the word.

 

[skimple]

Originally posted by: dullard
I'm just trying to review a potential contract first before sending it off to the expensive lawyers to review. And I wasn't sure of the difference. I won't post it here.

Most of the recitals are background info. Such as "Whereas X and Y acknowledge that...". But some of the recitals use the word "shall". "Whereas X shall do Z."

Are the recitals just as binding as the articles? That is, if one party breaks what it was to do in a recital is it still breach of contract?

The content of a recital should not contain any binding terms of the subject of the contract between the parties. However it can contain background info, as noted above, or reference other agreements. Example:

Example:

Dullard and Skimple create a contract under which Dullard has agreed to sell Skimple widgets.

Recital:

Whereas Skimple needs to buy widgets and Dullard is in the business of selling widgets;

If we later create a second contract, we could reference tjhe first one:

Recital:

Whereas Dullard shall sell widgets to Skimple under the terms of Agreement 1

But the recital should not have any terms that bind the parties together

 

[dullard]

Thanks.

If I find anything that I can interpret as being binding, I'll request that it be moved into an Article instead of a Recital.