presentation. Considerations in European-style contracts are often listed by capital (A), (B), (C), etc., or roman numbering. Considerations should not be points. U.S.-style contracts often start with the word Whereas,… In addition, recitals are generally considered a enumeration: each recital would end with a semicolon, while the first recital is the continuation of the „lead-ins“ (which could be the preamble title „whereas“). See also section 5.2 (d) (enumerations). The agreement usually enters into force on the date of its signing. Caution should be exercised when another date is chosen as the validity date. The 2006 AIPN-Model-Form gas sales contract states that its interpretive clause applies to „this agreement, including recitals and annexes, unless expressly provided otherwise: . . .
In the event of a conflict, the provisions of the main body of this agreement prevail over the provisions of the annexes.“ The fact that the recitals of the second half of this provision are not mentioned suggests that the recitals will not prevail over the operational provisions (except, as noted above, in case of ambiguity) and that there is therefore no need to make an explicit statement to that effect. The result is the question of which parts of the treaty constitute the legally binding agreement, referring to the explicit provisions agreed between the contracting parties. If the answer to this question is not the treaty as a whole, then it should be clear where legally binding rights and obligations begin and end. Pre-contract negotiations (which can be included in the recitals) are generally inadmissible as a building instrument in contractual disputes. Under English law, there is a (refutable) presumption that a written contract is considered to be the whole agreement between the parties (the „exclusionary rule“).2 However, pre-contract negotiations may be permitted to highlight facts relevant to the context of the contract3, such as the commercial purpose of the transaction.B. The information contained in the recitals that could assist a court or arbitrator in establishing a link could therefore be used in litigation. The preamble may be, but it is not necessary, followed by recitals. There is no need to include considerations, especially if they are self-evident. (For example, no useful purpose is served if a purchase and sale agreement states that the seller has consented to the sale of the [assets or shares] and the buyer has consented to the purchase. Types of clauses of consideration. The recitals provide general information on the parties, the context of the agreement and the introduction into the agreement itself. There are several types of terms and conditions: if one or more signatures are made after the date indicated in the preamble, add a „counterparts“ clause to deal with the problem.
The content. The information mentioned in the preamble should be limited to intentions, wishes or factual assertions. It is customary to limit these statements to substantive issues that may lead to a direct breach of the validity or applicability of the contract.