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. How can you ensure that considerations are taken into account? Considerations are not mandatory, but are often used in trade agreements to define the context of the treaty. There is no mandatory format for the drafting of recitals, but these generally contain concise factual assertions that describe the main circumstances and details relevant to the termination of the contract. Statements of intent and references to related contracts may also be included. In some contracts, the publication of the recitals is usefully referred to by an introductory text marked “RECITALS”. Contractual obligations should not be included in the recitals, but should be more appropriately incorporated into the legally binding operational provisions. The same principle applies to key definitions.
Recitals are not an operational element of the treaty. However, a court may take this into account (if any) in deciding on the interpretation of part of the contract at issue. 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 clauses: the JV area refers to the area of rental properties in accordance with Schedule 2 and any other tenancy requested or acquired for the purposes of this agreement, or any other area agreed in writing by all joint ventures. In order to ensure the inclusion of key definitions in the legally binding contract, a better approach might be to include the text “as defined below” just before the term defined in the recitals and, therefore, to implicitly draw the reader`s attention to the section of the definition contained in the treaty arrangement. However, in practice, it is unlikely that a court will not take into account all references to terms defined in the recitals when interpreting the agreement. Joint venture activities are all exploration activities involved in the acquisition, operation, development, operation and maintenance of the Property Joint Venture, as well as all other activities, businesses and activities carried out by the joint ventures under this agreement, but do not include, unless otherwise agreed in writing, the development, mining, processing or marketing or sale of minerals. It is essential that recitals be subordinated to the operational provisions of a treaty where there is no doubt as to the meaning of the explicit terms of a treaty. In this case, the parties are fully subject to the contract and the recitals cannot be invoked4.
However, if there is ambiguity in the contract, a court may consider the recitals in order to prove the parties` actual intent, as well as guidance on the interpretation of a contentious provision5. The recitals must not contain the rights or obligations of the parties, but are scenic or explanatory in nature. However, caution should be exercised in the drafting of the recitals, since if the operational or essential conditions of the agreement give rise to ambiguity or uncertainty, the courts may consider the recitals to determine the intentions of the parties to the agreement. Approved program and budget: a program and budget for joint venture activities for a specified period of time, approved or deemed approved by the management committee in accordance with this agreement.