Glossary
Recitals
recitalsRecitals are the opening background paragraphs of a contract. They explain who the parties are and why they are signing, but they are not usually operative promises. If a recital states a fact that is wrong, it can still support a misrepresentation claim. Keep the deal itself in the operative clauses, not in the recitals.More in the glossary are the opening background paragraphs of a contract. They explain who the parties are and why they are signing, but they are not usually operative promises. If a recital states a fact that is wrong, it can still support a misrepresentationA misrepresentation is a false statement of fact that induces the contract. In England and Wales the remedies are rescission and damages. Under the Misrepresentation Act 1967 s.2(1), damages are assessed as if the statement were fraudulent unless the representor proves they reasonably believed it was true.More in the glossary claim. Keep the deal itself in the operative clauses, not in the recitals.
Last updated 28 October 2026
The usual shape is “Background” or “Whereas”. Recitals set the scene: the client wants a website, the supplier designs websites, the parties have already signed an NDAAn NDA is a contract in which one or both parties agree to keep shared information confidential.More in the glossary. They help a later reader interpret an ambiguous clause. They do not, by themselves, create the duty to pay or to deliver. That lives in the operative part, after “The parties agree as follows”.
Lex writes a short background of two or three lines and then the deal. We would rather a schedule hold the fees than a recital that says “the fee is about £8,000”. If a fact in the recitals matters — for example that the client owns the brand — put a warranty in the body as well.
Are recitals binding?
Not usually as promises. Courts use them to read the operative clauses if those clauses are unclear. A recital that the parties have already agreed a price does not replace a blank fee scheduleA schedule is an annex to the contract that holds the detail: fees, dates, deliverables, service levels. It is part of the agreement if the main body says so. An order-of-precedence line should say what happens if the schedule and the clauses collide. Swap a schedule only by the variation method the contract names.More in the glossary. If you need the statement to be a duty, write it as a warrantyA warranty is a promise that something is true, such as “this work is original” or “we have the right to grant this licence.”More in the glossary or an obligation, not as scenery.
Should we repeat the deal in the recitals?
No. Repeat creates conflict. The entire agreement clause will not save you if recital 3 says exclusive and clause 8 says non-exclusive. Keep recitals to identity, purpose and context. Put price, dates, IP and termination in numbered clauses or a schedule.
What if a recital is wrong?
A false recital of fact can still be a misrepresentation that induced the contract. The Misrepresentation Act 1967 does not care that the sentence sat above the words of agreement. Check names, company numbers and “the supplier has the rights to assign” before anyone signs.
Do recitals belong in a short freelance paper?
A two-line background is enough: who the parties are and what the job is. A page of “whereas” on an £1,200 brief is ornament. Agencies sometimes paste recitals from a previous deal and leave the old client’s name in. That is how a false recital is born.
A worked example
A services agreement opens: “Background: the Client owns the Northwind mark and has asked the Supplier to design a new shop.” The operative clauses then assign IP on payment and warrant that the client can give the brief. When a third party later claims the mark, the studio points to the warranty, not to the recital. The recital set the scene; the warranty carried the risk.
How it shows up in a contract
Sample wording · our own drafting
Background. (A) The Client wishes to engage the Supplier to provide the Services. (B) The parties have agreed to do so on the terms of this agreement. The background is for interpretation only and does not create obligations. If it conflicts with an operative clause, the operative clause prevails.
In Plain English
These opening lines say why you are signing. They are not the promises. If they clash with a numbered clause, the numbered clause wins.
Common mistakes
- Putting the fee, the date or the IP split only in a recital and leaving the operative clauses blank.
- Pasting recitals from the last job and leaving the wrong company name in.
- Treating a recital as a warranty when the other side later says the fact was wrong.
- Writing recitals that contradict the entire agreement clause story of the deal.
Frequently asked questions
What are recitals in a contract?
The opening background paragraphs. They explain the scene. They are not usually the operative promises.
Are recitals binding?
Not usually as obligations. They can help interpret an unclear clause, and a false recital of fact can still be a misrepresentation.
Should we repeat the deal in the recitals?
No. Repeat creates conflict. Put price, dates and IP in the clauses or a schedule. See /glossary/schedule.
What if a recital is wrong?
A false statement of fact can still support a misrepresentation claim. Check names and rights before you sign. See /glossary/misrepresentation.
Related
Related clauses and templates
The legal wording governsLast reviewed 28 October 2026Pending lawyer review