Are Recitals to an Agreement Binding

Recitals to an Agreement: Are They Binding?

When parties enter into a contract, they often include a section at the beginning of the agreement called “recitals” or “whereas clauses.” Recitals generally describe the background and context of the agreement, including the parties’ intentions and motivations for entering into the agreement.

But are recitals binding? Do they create any legal obligations for the parties?

The answer, in short, is that recitals are generally not binding. In other words, they do not create enforceable legal rights or duties for the parties.

That said, recitals can still be an important part of the contract. They serve as a preamble to the agreement, providing context and setting the stage for the provisions that follow. Recitals can help clarify the parties’ intentions, outline the scope of the agreement, and establish the context for interpretation of the contract.

In some cases, courts may refer to the recitals when interpreting the contract, especially if there is ambiguity or confusion about the meaning of certain provisions. However, courts will generally focus on the operative provisions of the contract, which are the legally binding terms that create rights and obligations for the parties.

It’s worth noting that there are some exceptions to the general rule that recitals are not binding. For example, if the parties specifically agree that certain recitals are binding, or if the recitals contain specific promises or commitments that are intended to be legally binding, those recitals may be enforceable.

In addition, if the recitals incorporate other documents or agreements by reference, those documents may be binding on the parties. For example, if a recital states that the parties have agreed to certain terms in a separate letter agreement, that letter agreement may be binding even if the recital itself is not.

In summary, while recitals are an important part of a contract, they are generally not binding on the parties. Rather, they serve as a preamble to the agreement, providing context and setting the stage for the legally binding terms that follow. If the parties intend for a recital to be binding, they should make that clear in the contract itself.