Previous decisions suggesting that a preamble does not affect the interpretation of a contract are no longer correct in the light of the modern approach to interpretation of contracts which gives consideration to the language used, the context and the purpose of the document.

In a decision of the Supreme Court of Appeal in late January 2025 involving a variation of the credit facilities in a contract, the court said: “In our view, clause 5 cannot be interpreted in isolation from the other terms contained in the document.” The court then referred to the preamble of the standard terms of sale which explained the context in which the agreement was being entered into.

It is no longer advisable to refer to a “preamble” because of the earlier decisions. Where the opening paragraphs are intended to describe the context or the purpose or both, the clauses should be headed “Context” or “Purpose” or “Context and Purpose”. Where the intention is not as specific as that, a word such as “Background” would be preferable to “Preamble”.

[The Spar Group Limited and Others v Twelve Gods Supermarket (Pty) Ltd and Others [2025] ZASCA 07 (30 January 2025)]