No responsibility for recitals: Overview, definition, and example
What is no responsibility for recitals?
"No responsibility for recitals" refers to a clause in a contract where the parties explicitly state that the recitals (the introductory statements or background information provided at the beginning of the agreement) are not legally binding or enforceable. Recitals often provide context for the contract, explain the purpose of the agreement, or summarize the parties' intentions, but they typically do not form part of the operative provisions of the contract. The clause essentially clarifies that the recitals are included for informational purposes only and that neither party will be held responsible for the truth or accuracy of the statements contained within them.
For example, if a contract includes a recital stating that one party is "engaged in the business of manufacturing widgets," the "no responsibility for recitals" clause would mean that this statement is not enforceable or a point of liability, and neither party is legally bound by it.
Why is no responsibility for recitals important?
The "no responsibility for recitals" clause is important because it helps protect the parties from any legal liability that might arise from inaccurate or overly broad statements made in the recitals. Since recitals are typically used to provide background information and context, they are not intended to be legally binding. By including this clause, the parties ensure that any statements made in the recitals are not treated as warranties or representations that could later lead to claims or disputes.
This clause helps maintain clarity and limits the scope of potential legal actions, as it ensures that only the operative provisions of the contract govern the parties' rights and obligations.
Understanding no responsibility for recitals through an example
Imagine a business agreement where the recitals state that one company "has successfully completed several projects in the construction industry." While this provides useful context for the agreement, the "no responsibility for recitals" clause ensures that neither party can later claim that the other breached the contract by failing to uphold the implied promise made in the recital. The clause clarifies that such statements are not legally enforceable and that the agreement's enforceable terms are found in the main body of the contract, not in the recitals.
In another example, a partnership agreement may include a recital about the parties' intention to collaborate in a specific market. The "no responsibility for recitals" clause would prevent either party from being held accountable for the accuracy or legal implications of that statement, emphasizing that the partnership's obligations are governed by the terms set forth in the contract, not the introductory recitals.
An example of a no responsibility for recitals clause
Here’s how a no responsibility for recitals clause might appear in a contract:
“The parties acknowledge that the recitals set forth at the beginning of this Agreement are for informational purposes only and do not form part of the terms of this Agreement. Neither party shall be held liable or responsible for any representation or statement made in the recitals.”
Conclusion
The "no responsibility for recitals" clause is a protective measure that ensures the introductory statements or background information in a contract are not treated as legally binding obligations. It clarifies that these recitals are included for context and informational purposes only, and neither party will be held liable for any inaccuracies or implications arising from them. By incorporating this clause, parties can avoid unnecessary legal risks and ensure that the contract's enforceable terms are clearly outlined in its main provisions.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.