These results are at odds with our previous conclusions. formally, in accordance with what has been said or approved, the key definitions used throughout the operational part of the contract are more appropriate in the definition section of the treaty than in the recitals, since the recitals may have no legal value. This is not necessarily the approach taken in practice, as is the case with the 2012 International Petroleum Negotiater Association (AIPN) model for the Joint Enterprise Agreement (AIPN JOA). In the AIPN JOA, the term “contract” is defined in the recitals by reference to the contract for the sharing of the underlying production, the concession of the state, the license, the leasing base or any other instrument related to this particular JOA. The “contract” is defined in the “Definitions” section as “the instrument defined in the recitals of this agreement, including any extension, extension and/or amendment.” In agreement or able to cooperate all at the same time, in a manner that demonstrates complete compliance The 2006 AIPN model gas sales agreement states that its interpretive clause applies to “this agreement, including recitals and annexes, unless it is expressly defined otherwise: . . . In the event of a conflict, the provisions of the main body of this agreement prevail over the provisions of the annexes.” The fact that the recitals of the second half of this provision are not mentioned suggests that the recitals will not prevail over the operational provisions (except, as noted above, in case of ambiguity) and that there is therefore no need to make an explicit statement to that effect. 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. The parties must respect the application of a full clause of the contract.
Such a clause is often found in trade agreements and prevents previous declarations or assurances that are not explicitly included in the contract from producing legal effects. In order to ensure that all relevant information or submissions contained in the recitals are not contrary to a full agreement clause, it is necessary to explicitly include the recitals in the agreement. Another approach might be to declare that a full clause of the contract applies “unless the context requires it otherwise.” Such a qualification is, however, vague and perhaps not desirable, as it can promote insecurity. 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. From this point on, the core of the contract, which contains legally binding rights and obligations between the parties, is established.