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What Does WHEREAS Mean in a Contract?

Let’s talk about another common contracts term, shall we? In what’s in my contract, I break down some of those boilerplate, common contract terms that you might find in a lot of contracts, but maybe don’t quite understand.

This time, we’re talking about “recitals.”

What the heck are “Recitals”? You see them at the beginning of a contract, and they always say something like:

WHEREAS blah, blah, blah;

WHEREAS blah blah blah.

What does WHEREAS mean, anyway?

It’s a word used in the recitals section. And you know what? I kind of hate recitals. You’ll never see them in any of my contracts. But you see them in a lot of contracts. So what are they?

Recitals, aka the WHEREAS section, are like introductory statements. They kind of set the scene as to why maybe these two parties are entering into a contract.

So, in the case of a dispute, the recitals might state that Jane and John disagree on whether Jane has infringed John’s trademark, but they are entering into the following agreement without any admission of liability.

The whereas section lays all of that out. BUT…

They are not legally binding. That’s right! Even though they’re in a contract, unless there’s something in the actual body of the contract that incorporates those recitals into the contract, they’re not a binding part of the agreement. But, they’re really not supposed to include any rights or obligations. They’re more, like I said, scene setting, setting the stage for why this contract is happening. That’s it.

Now you understand what does whereas mean in a contract. And, you understand what “recitals” are. I hope you never have to see them because they’re annoying.