Is the preamble to a contract binding?
Ontario, Canada
The following excerpt is from Canadian Faces Inc. v. Cosmetic Manufacturing Inc., 2011 ONSC 6171 (CanLII):
It is recognized that the recitals or preamble to a contract standing alone are not legally binding. However, courts have turned to recitals to resolve ambiguity in the operative provisions of the contract and to answer concerns about the intent or goals of the parties. The preamble to a contract is nothing more than an introduction to that about which the parties have actually agreed. It puts the agreement into context. It describes the goals of the agreement. It speaks to what went before and the spirit in which agreement was achieved. On the other hand, it does not contain any promises. It does not contain any restrictions or commitments. [Sherbrooke Community Centre v. Service Employees International Union, 2002 CanLII SK 101 (SKQB), at para. 16]
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