Define: Whereas

In legal documents and contracts, “whereas” is a term used to introduce statements of fact, background information, or recitals that provide context or explanation for the main provisions of the document. These statements often set forth the reasons or intentions behind the parties’ actions and help clarify the purpose or objectives of the agreement. While whereas clauses are not typically considered operative or legally binding themselves, they serve to provide context and interpretation for the substantive provisions of the document. Additionally, whereas clauses may help establish the parties’ understanding of the background circumstances and their mutual intentions, which can be helpful in resolving disputes or interpreting the agreement in the future.

The term whereas is used two ways in the law. It is derived from Middle English and can mean “on the contrary,” as in the sentence, The orange juice can label said “fresh squeezed,” whereas the contents were made from orange juice concentrate.

In the law, the term whereas also is used as the introductory word to a recital in a formal document. A recital contains words of introduction to a contract, statute, proclamation, or other writing. In a contract a whereas clause is an introductory statement that means “considering that” or “that being the case.” The clause explains the reasons for the execution of the contract and, in some cases, describes its purpose. The whereas clause may properly be used in interpreting the contract. However, it is not an essential component for its operative provisions.

Court orders typically use whereas clauses before the clause or clauses containing the directions of the court. For example, a court might declare that “whereas the plaintiff made a motion to compel the production of certain documents, and whereas the court has held a hearing on the motion and is fully advised on the matter, now, therefore, it is hereby ordered that the motion to compel the production of the documents requested is hereby denied.

When whereas is placed at the beginning of a legislative bill, it means “because” and is followed by an explanation for the enactment of the legislation.

Finally, whereas is often used in official proclamations to project the solemnity of the occasion.

The term has been criticized as an overused legal formalism that clutters contracts and other legal documents. Legal formalism means the special usages of the language of law, many of which are archaic and which are flourishes of a style long dead.

This site contains general legal information but does not constitute professional legal advice for your particular situation. Persuing this glossary does not create an attorney-client or legal adviser relationship. If you have specific questions, please consult a qualified attorney licensed in your jurisdiction.

This glossary post was last updated: 29th March 2024.