The considerations 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: unless expressly stated otherwise in this agreement, communications, certificates, consent, consent, waiver or other communication relating to this agreement (communication) must be made in writing or by electronic transmission, signed by the sender (if it is individual) or by an agent of the sender, and for the attention of the person mentioned in the details or if the recipient has shared it otherwise. , then indicated in the last way to attention. Unless otherwise stated in context, the following terms have the corresponding meanings in this agreement (including recitals): title of the preamble. The preamble is usually given the title considerations, during or background, probably written in all-caps or bold. They address some of the key features of the agreement, the associated transaction or the parties` transactions and help the reader understand the background before looking at the Definitions section.
In Toomey, the applicant unsuccessfully argued that the object clause contained explicit operational conditions. The Tribunal upheld Aspdin and cautiously accepted that it was possible for a recital to have operational provisions, particularly where there is a clear deficiency in the main part of the contract. However, the text on the purpose of the agreement was merely an introduction to the following detailed conditions. According to Mr. Mackenzie, the recital was not able to repeal the clear language that was then uttered in the treaty. This was not a case in which recitals could be used to resolve ambiguities in explicit terms. Moreover, a very general statement on the purpose of an agreement could not find specific explicit conditions. The parties must respect the application of a full clause of the contract. Such a clause is often found in trade agreements and prevents previous declarations or assurances that are not explicitly included in the contract from producing legal effects. In order to ensure that all relevant information or submissions contained in the recitals are not contrary to a full agreement clause, it is necessary to explicitly include the recitals in the agreement.
Another approach might be to declare that a full clause of the contract applies “unless the context requires it otherwise.” Such a qualification is, however, vague and perhaps not desirable, as it can promote insecurity. Whether or not the recitals may have a legal effect depends on the design of the contract as a whole. The main effect associated with recitals is the potential of a court or arbitrator to pay attention to their content when a dispute over the interpretation of the contract arises due to ambiguities in the main part of the contract. Given their ability to influence a court, the parties should carefully consider their reasons for including specific information in the recitals, the desired purpose of any statement or representation and, ultimately, whether it will have legal benefits for one or both parties. To the extent that it is intended, recitals must be considered legislation, contrary to preliminary prose, and are therefore drafted with the same level of thought and precision as the operational provisions of the treaty.