Once again, we’ve been pondering the utility of using recitals for agreements, for example, within a lease amendment. There seems to be three perspectives: that of the author, that of the counter-author, and that of someone who comes across the document later, often years and years later.
One of the recurrent Ruminations’ themes is explaining that words matter and we all have an obligation to choose the right ones. By “the right ones,” we mean the ones that express the intent of the contracting parties. The commercial world works on the assumption that the parties to an agreement share the same intent and will honor that intent. To that end, when an author uses a recitals section to explain the purpose of an agreement, the counter-author (that being the person on the other side of the deal) gets a first look at what the author thinks is the deal. Just as the first chapter of a (non-fiction) book is almost always an introduction to the book itself, the recitals can serve a similar purpose. [Read more…]