What Does “Recitals” Mean in a Contract?
Background statements at the beginning of a contract, often starting with "Whereas," that explain context and purpose.
Detailed Explanation
Recitals are the "story" of the contract - they explain why the parties are entering into the agreement, their relationship, and relevant background. They appear after the preamble but before the operative provisions.
While traditionally considered non-binding, recitals serve important interpretive functions. Courts use them to understand the parties' intent when contract language is ambiguous. Some contracts explicitly state whether recitals are incorporated into the binding terms.
Example in a Contract
“RECITALS: A. Company operates an e-commerce platform serving customers nationwide. B. Contractor has expertise in digital marketing and customer acquisition. C. Company desires to engage Contractor to provide marketing services as described herein.”
Why It Matters
Recitals establish context that can affect how the contract is interpreted. If a dispute arises, courts may look to the recitals to understand what the parties were trying to accomplish.
Related Terms
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