And whereas: Overview, definition, and example
What is "and whereas"?
"And whereas" is a phrase commonly used in legal documents, contracts, and formal agreements to introduce a preamble or background information that sets the stage for the main terms of the agreement. It is typically used to explain the context, facts, or circumstances leading to the execution of the contract or agreement. The phrase connects introductory statements that outline the reasons or motivations behind the agreement.
In legal writing, "and whereas" is often followed by a series of "whereas" clauses, each outlining different facts or conditions that are relevant to the agreement. These clauses help provide clarity and context for the formal provisions that follow in the document.
Why is "and whereas" important?
The phrase "and whereas" is important because it helps establish the context for the agreement and frames the intent of the parties involved. It ensures that all parties understand the background information and rationale for the contract’s terms. While the "whereas" clauses themselves are typically not enforceable provisions, they provide clarity and transparency regarding the parties’ intentions and the circumstances under which the agreement is made.
"And whereas" is especially useful in formal legal agreements, where multiple facts, justifications, or premises need to be stated before proceeding to the specific obligations or commitments outlined in the contract.
Understanding "and whereas" through an example
Imagine two companies, Company A and Company B, entering into a partnership agreement. Before listing the actual terms of the partnership, the contract begins with "and whereas" to provide the context for why the agreement is being made.
In this case, the "and whereas" clauses provide important background information that explains the motivation behind the partnership. After these statements, the contract would then move on to the specific terms of the partnership.
An example of "and whereas" clause
Here’s how an "and whereas" clause might appear in a formal contract:
“And whereas, the Parties recognize the importance of complying with applicable environmental regulations; and whereas, the Parties desire to jointly invest in sustainable energy solutions; and whereas, the Parties have agreed to enter into this Agreement for the purpose of developing and promoting renewable energy projects...”
Conclusion
The phrase "and whereas" is a formal and traditional way of introducing background information, facts, or justifications in legal documents or contracts. It sets the stage for the terms of the agreement by outlining the context or rationale behind the decision. While not directly affecting the enforceability of the contract, "and whereas" clauses help ensure clarity and a shared understanding of the agreement’s purpose among all parties involved.
This article contains general legal information and does not contain legal advice. Cobrief is not a law firm or a substitute for an attorney or law firm. The law is complex and changes often. For legal advice, please ask a lawyer.