This is particularly the case when the „whereas“ clause refers either to another document or to something that would have happened in the past. We also explained to Mario that no one else, either in this agreement or in any other – Sheldon did not agree to give him half the deal. So, as one judge would say, „Where did Sheldon promise to do this?“ When you appear before a judge, that is the problem: (a) The „Whereas“ clause almost always says what happened in another agreement or on an earlier date, and b) if there is no other document signed before or at the same time that creates the commitment mentioned, the commitment has never been made and nowhere. That is why the proposal, in a clause where an obligation has been created where it is not, is so misleading. The content. The information mentioned in the preamble should be limited to intentions, wishes or factual assertions. It is customary to limit these statements to substantive issues that may lead to a direct breach of the validity or applicability of the contract. Other features that explain the overall picture of the proposed concentration, such as the interdependence of the contract with other agreements (if any) or the need to comply with certain essential conditions or grant regulatory approvals, can also be discussed here. Overall, the views discussed in a preamble should be of such importance that, if one of them does not apply, the contract may be cancelled for legal reasons (hereafter the „error“). f.La relationship between the parties to the licensing agreement, the licensees and the licensees. Yes, clauses are important, and the point I am trying to explain in this article is this: it is the same when it comes to section titles or paragraphs. They could be used in interpreting the intentions of the parties when an agreement is reached, but they are certainly not binding.
With respect to all kinds of agreements, I often say to clients: „Make a list of two things: (i) What did I give? and (ii) What did I get? And then you`ll find out where exactly in the agreement these things are supposed to be said. Nothing else really matters. Don`t fall into the trap of an „avocado fog“ or be intimidated. Considerations in the treaties. Most contracts contain, under the title and the bloc of parties, but before the text of the agreement, a group of paragraphs, also called „preamble,“ „considerants“ or „considerants.“ In addition to the legal impact that clauses may have in the event of litigation, contracting parties must also take into account how the contract is perceived by third parties, for example. B of investors who review the founders` agreement while doing due diligence in an initial-phase company. The clauses do not write the agreements; they explain what leads the parties to the conclusion of the contract, provide general information about their state of mind and can provide an overview of the parties` intention.