Formation and identity
Definitions and recitals
Your definitions clause can decide whether you own software or merely licensed it, whether you can terminate for breach, and what an indemnity actually covers. Yet definitions are among the most poorly drafted and most litigated parts of a commercial agreement. English courts read them through a settled interpretation framework, and they will not rewrite a sophisticated bargain to rescue loose wording.
Pillar guide
Definitions and recitals: how vague terms create disputes.
Your definitions clause can decide whether you own software or merely licensed it, whether you can terminate for breach, and what an indemnity actually covers. Yet definitions are among the most poorly drafted and most litigated parts of a commercial agreement. English courts read them through a settled interpretation framework, and they will not rewrite a sophisticated bargain to rescue loose wording.
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All definitions and recitals guides.
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How English courts interpret defined terms and recitals, and why vague wording shifts the risk allocation of your deal.
How do courts interpret contracts?The Wood v Capita framework, Lord Hodge's principles, and how textual and contextual analysis decide meaning.
"Means" vs "includes" in definitionsWhy "means" is exhaustive and "includes" is not, the "means and includes" trap, and how to avoid circular definitions.
"Including but not limited to": does it work?Why the phrase can still be read restrictively under ejusdem generis, and how to draft lists that hold the scope you intend.
Reasonable endeavours vs best endeavoursThe endeavours hierarchy, what RTI v MUR Shipping decided, and why to replace vague terms with concrete obligations.
Are recitals legally binding?When recitals shape interpretation, when they create estoppel, and why they rarely override operative clauses.
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