Whereas: Overview, definition, and example

What is whereas?

“Whereas” is a formal word often used at the beginning of a contract to introduce background facts, context, or the purpose of the agreement. These are sometimes called recitals. They don’t usually contain any binding obligations but help explain why the parties are entering into the contract.

Why is whereas important?

While not legally binding on their own, “whereas” statements provide helpful context that can be used to interpret the rest of the agreement if there's ever a dispute. They clarify the intent behind the contract and can explain each party’s role or interest. Courts sometimes refer to them when trying to understand ambiguous provisions.

Understanding whereas through an example

Here’s how a whereas clause might be used in a real contract. Solara Energy Inc. signs a partnership agreement with Ridgeway Builders to provide solar panels for new housing developments. The agreement opens with a few “whereas” clauses, such as: Whereas, Solara Energy Inc. specializes in the design and installation of solar energy systems; and Whereas, Ridgeway Builders desires to include solar energy solutions in its upcoming residential projects.

These lines aren’t enforceable promises, but they set the scene for the deal and explain each party’s goals.

Example of a whereas clause

Here’s how an example whereas clause may look like in a contract:

Conclusion

“Whereas” clauses help set the stage for a contract, offering background that explains why the agreement exists. They’re not where you’ll find obligations or rules, but they can still influence how a contract is understood. It’s worth reading them closely—especially when the bigger picture matters.

Frequently asked questions (FAQs)