00:08
David Tollen
So first contract term, you know, after we've defined what a contract is, that sort of leaps to mind as important is Whereas. And I mainly mention it because a lot of times you're looking at a written contract and that's the first thing you see after, you know, a little bit of introduction. And immediately a lot of people are confused because what does Whereas mean and why is it there?
00:33
Adam Stofsky
I don't know. It looks like it's there to just make it look like a legal document. Right? Does it actually mean something?
00:38
David Tollen
It is meant to say, what follows is a recital. So it's old language that we don't really use anymore in conversation, but it's meant to say, what follows is a recital and a recital is sort of a summary of the deal. It's a brief kind of explanation that's valuable, that's there to help you understand what the terms you're about to read are. Whereas such and such company has a service for providing cleanup of industrial spills and such other company needs to have that service standing by. So you explain what the deal is going to be and why the parties are doing it, which when you go forward to read the rest of the contract, makes you better educated. You don't need to say Whereas, though, that's old fashioned. You can just write recitals on top of that paragraph and avoid the sort of Victorian or even older language.
01:36
David Tollen
But that's the idea.
01:38
Adam Stofsky
So it's like a thesis statement or like a summary of the contract?
01:42
David Tollen
Yeah, it's a good way to put it. It's not meant to be enforceable and drafting. You can draft it in a way that you stick real promises in the recitals. You sort of shouldn't. But there's no magic rule that says, well, if you do, it's not enforceable, but better to make it. Not promises, but just a really brief reader's guide, really brief summary to where we're going to go in this contract.
02:07
Adam Stofsky
Can you just write this in plain language? Can I just literally write, hey, Dave and I are entering into a contract because I want my lawn mode and he really likes mowing lawns and wants to do it. But can we just say that?
02:18
David Tollen
Yeah, you absolutely can. I think it's valuable to put the word recitals on top of that to help guide everybody who might read it that this is meant to be a summary, but there's no magic requirement under most jurisdictions laws that you do that. And your question about plain language? Absolutely, plain language is always a good thing.
02:40
Adam Stofsky
Okay. Whereas that's a great definition.
