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. 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. Under the terms of the agreement, the effective agreement will be established. This is commonly referred to as the “body of agreement.” The standard list of the contractual body is as follows: from this point on, the core of the contract, which contains legally binding rights and obligations between the parties, is fixed. Whether or not there is clear language in this regard, it is important to pay attention to the interpretive clauses which, as a general rule, must be found immediately after the definition clause, which should determine which parts of the treaty are part of the legally binding agreement or are excluded from it. Contract plans (which generally contain other key terms of the contract) are often explicitly designated as components of the contract and therefore have legal value. The substance of the agreement is within the scope of the article and in the two or three articles that immediately follow.
Some cartoonists prefer to slip heavy clauses into a calendar. In this case, it goes without saying that the text of the treaty should contain a reference to this timetable. The final section or article contains the various (sometimes clear) provisions as well as the choice of law and the dispute settlement clause. Clearly, enumeration is only one way to define the structure of a contract. Shareholder agreements, joint ventures, partnerships and short contracts can quite follow another order. It is customary to list the definitions in Article 1 (subject to the rule of good practice No. 9 with respect to the location and presentation of the defined terms – see item 7.1 b)). A commercial contract follows a typical structure, starting with the contracting parties who are the people who enter into the contract. It usually follows the recitals that give a background to the agreement. This is followed by a section entitled “Definitions,” which explains how to interpret certain words in the treaty. The EU versus the United States.
In this regard, too, there are differences in style between the European treaties and the treaties of American origin. Contracts developed by U.S. practitioners generally contain a very small number of items, despite its volume and fullness, a full share purchase agreement may be limited to four or five items. Articles generally contain an article that contains the definitions; another of the various provisions; and the main provisions of an article that embodies sale and transfer (with guarantees); a payment clause and an article containing all alliances (including prior alliances, a final agenda and a non-compete clause). On the other hand, signatories to contracts of European origin tend to divide the text of an agreement into several articles.