Whereas Clauses: Traditional Contract Language Explained
What Is a Whereas Clause?
A whereas clause is a statement in the recitals section of a contract that begins with the word "Whereas." These clauses set out the background facts, assumptions, and purposes behind the agreement. They are a traditional drafting convention that has been used in legal documents for centuries.
Examples of Whereas Clauses
- "WHEREAS, the Company develops and markets software solutions for the healthcare industry;"
- "WHEREAS, the Consultant possesses specialized expertise in data analytics;"
- "WHEREAS, the parties wish to enter into an agreement for the provision of consulting services;"
Each statement establishes a fact or intention that provides context for the operative provisions that follow.
Are Whereas Clauses Binding?
Whereas clauses are generally not operative provisions — they do not create enforceable rights or obligations on their own. However, they serve important functions:
- Interpretation aid — Courts refer to whereas clauses when operative terms are ambiguous.
- Evidence of intent — They document what the parties understood and intended at the time of signing.
- Factual admissions — Statements of fact in whereas clauses can be treated as admissions if a dispute arises.
Modern Trends
Many contemporary contracts are moving away from the "whereas" format in favor of plain-English introductions:
- "Background" or "Recitals" headings instead of "Whereas"
- Numbered statements rather than run-on whereas paragraphs
- Simpler language that is more accessible to non-lawyers
The legal effect is the same regardless of whether "Whereas" is used.
What to Watch For
- Factual statements you disagree with — do not sign if the background is inaccurate
- Characterizations of your role or capabilities that overstate (or understate) your position
- References to prior agreements that may affect interpretation of the current deal
- Language that blurs the line between recital and operative commitment
When to Consult a Lawyer
If a contract contains whereas clauses with factual statements you are uncomfortable with, consider consulting an attorney before signing. These statements may be used to interpret the contract or as admissions in future litigation.
This article is for informational purposes only and does not constitute legal advice. Consult a licensed attorney for guidance specific to your situation.