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General contractLow risk if omitted

Recitals (Background / "Whereas")

Sets out the background facts and the parties' intention that led to the agreement, so the rest of the document can be read in context.

In plain English

The recitals are the *"Whereas..."* paragraphs at the top that explain who the parties are and why they are entering the deal. They aren't usually the operative promises, but if a clause later reads two ways, a court can look at this background to work out what the parties actually meant. Keep them short and *true* to what happened, because a false or careless recital can be used against you later.

Relevant law

  • Indian Contract Act, 1872 (agreements are construed to give effect to the parties' common intention)
  • Bharatiya Sakshya Adhiniyam, 2023 (construction of documents; the internal context and surrounding facts help interpret a document) — this replaced the Indian Evidence Act, 1872 with effect from 1 July 2024
Educational, not legal advice. Clause wording should be adapted to your specific facts. For high-stakes documents, have a qualified advocate review the drafting.
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