Definition
A term of recital used in legal instruments to introduce background facts, circumstances, or reasons that precede the operative provisions of a document. "Whereas" signals that what follows is a statement of context, not a binding obligation or direct averment.
In practice, "whereas" appears in two distinct settings:
1. In contracts and deeds: Introductory "whereas clauses" (also called recitals) set out the factual background of the agreement — who the parties are, what motivated the transaction, or what prior events the instrument addresses. These clauses precede the operative language, which typically begins with "now, therefore" or similar words. Recitals are generally not themselves enforceable obligations, though they can be used to interpret ambiguous operative provisions.
2. In resolutions and legislative instruments: "Whereas" introduces the series of prefatory findings or statements of fact that precede the resolving or enacting clause. Congressional resolutions, municipal ordinances, and formal organizational resolutions follow this convention. The whereas clauses explain; the resolving clause acts.
Common Language
Modern common usage (Wiktionary): "Where (that)." A conjunction meaning roughly the same as "where," now archaic in ordinary speech.
Historical common usage (Webster's 1913): "At which place; where." Marked as obsolete, with literary examples from Chaucer and Spenser.
The gap is significant. The ordinary meaning of "whereas" — a locative conjunction pointing to place — is effectively dead in modern English. In legal instruments, the word has nothing to do with location. It is a term of art signaling recital: a pivot word that tells the reader everything that follows (until the operative clause) describes background, not binding promise. Researchers unfamiliar with this convention may misread the structure of historical deeds, resolutions, and contracts.
Common Confusion
Two confusions recur in research:
Recital vs. operative language. Whereas clauses state facts; they do not create duties or confer rights. Operative clauses — introduced by phrases like "now, therefore, in consideration of the foregoing" — do. Conflating the two leads to misreading what a contract or deed actually requires. Courts have held that whereas clauses can illuminate the meaning of ambiguous operative terms but cannot override clear operative language.
Whereas vs. witnesseth. Both terms appear in the preamble zone of older instruments. "Witnesseth" is a formal attestation word introducing the instrument as a whole; "whereas" introduces individual recital clauses within it. In very old deeds, both may appear in sequence, which can confuse readers unfamiliar with the formula.
Why It Matters in Research
The interpretive weight of whereas clauses has shifted across time, making this term a research trap in historical sources.
In older common law practice, recitals in deeds carried significant legal consequence. A recital of a fact by a party could operate as an estoppel — the party was bound by what the recital stated, even if the fact was untrue. Bouvier and the Black's editions both reflect this stricter view: the recital implies a past fact, and that implication had legal teeth. Modern doctrine is more permissive; recitals are generally treated as interpretive aids rather than binding admissions unless specifically so construed.
The pleading rule is the most historically specific trap. Anderson and Bouvier both flag that "whereas" cannot be used in the direct and positive averment of a fact in a declaration or plea. Under common law pleading, facts that had to be affirmatively proved — especially those that could be traversed — needed to be stated in positive, direct terms. Couching them in a "whereas" framing was a drafting error that rendered the averment defective. This rule is largely irrelevant under modern notice pleading but is essential for reading pre-code pleadings and evaluating their sufficiency.
In resolution drafting (legislative, corporate, and organizational), whereas clauses have taken on a quasi-political function — they are the space where findings, values, and justifications accumulate. Researchers analyzing resolutions should treat these clauses as expressive rather than operative, but should not ignore them: whereas clauses often contain the only explicit statement of legislative purpose or factual predicate, and courts sometimes look to them when construing ambiguous enacting language.
Corpus connections: Researchers working with historical deeds, indentures, or pre-code pleadings will encounter "whereas" with high frequency. Understanding its structural role is prerequisite to correctly parsing document architecture in those materials.
Historical Dictionary Support
Black's Law Dictionary (both editions) and Bouvier agree on the core principle: "whereas" implies a recital of a past fact. Both editions of Black's add the practical gloss that a "whereas" clause that renders a deed senseless or repugnant may be struck out as impertinent without vitiating the remainder of the deed — a useful drafting safety valve.
Bouvier extends the analysis into pleading with precision, explaining that facts directly denied by the general issue, or subject to special traverse, must be averred positively. Using "whereas" in that context imports an implication rather than a direct averment, and that is insufficient. Anderson signals the same rule more briefly.
Rapalje & Lawrence's entry for "whereas" appears to be a misfiled entry for "wharves" — the dictionary text describes wharf types in English seaports, which has no relationship to the term. This is a clear indexing or printing error in the source and should be disregarded.
The historical dictionaries do not address the modern legislative and corporate resolution use of whereas clauses, nor do they discuss the interpretive doctrines courts have developed for weighing recitals against operative language. Researchers should not rely on them for those questions.