Legal Definitions - introductory recital

An introductory recital refers to the preliminary statements or background information presented at the beginning of a legal document. These statements typically set out the context, purpose, or factual history that led to the creation of the document, explaining the "who, what, when, and why" before the substantive legal provisions begin. They are not usually legally binding provisions themselves but provide crucial context for understanding the document's intent and operation.

• Example 1: Commercial Lease Agreement

  Imagine a business is renting office space. The lease agreement might begin with an introductory recital like this:

  "WHEREAS, Landlord is the owner of the commercial property located at [Address]; and WHEREAS, Tenant desires to lease a portion of said property for the purpose of operating a graphic design studio; and WHEREAS, Landlord is willing to lease such premises to Tenant upon the terms and conditions hereinafter set forth..."

  This recital establishes the identities of the parties (Landlord and Tenant), the property involved, and the fundamental purpose of the agreement (leasing space for a specific business), setting the stage before the detailed terms of rent, duration, and responsibilities are outlined.

• Example 2: Prenuptial Agreement

  Before a marriage, a couple might enter into a prenuptial agreement. An introductory recital in such a document could state:

  "WHEREAS, [Party A Name] and [Party B Name] intend to marry each other; and WHEREAS, each party owns separate assets and has separate liabilities as more fully described in Schedules A and B attached hereto; and WHEREAS, the parties desire to define their respective rights and obligations with respect to their property and financial affairs in the event of divorce or death..."

  Here, the recital clearly states the parties' intent to marry, acknowledges their existing financial situations, and explains the primary purpose of the agreement – to pre-determine financial arrangements in specific future scenarios. This context is vital for understanding the subsequent clauses regarding asset division.

• Example 3: Corporate Board Resolution

  When a company's board of directors makes a formal decision, it's often documented in a resolution. An introductory recital might appear as follows:

  "WHEREAS, the Corporation requires new equipment to expand its manufacturing capabilities; and WHEREAS, the Chief Financial Officer has presented a proposal for the purchase of three new industrial machines from [Supplier Name] at a cost not to exceed [Amount]; and WHEREAS, the Board of Directors has reviewed the proposal and determined that such acquisition is in the best interest of the Corporation..."

  This recital provides the background for the board's decision: the need for equipment, the specific proposal considered, and the board's conclusion that the purchase is beneficial. It explains the rationale behind the formal resolution that follows, which would authorize the CFO to proceed with the purchase.