Whereas, Now, Therefore


Magna Carta

At the beginning of many contracts is a series of clauses beginning with “Whereas.”  Besides giving us lawyers a chance to use a fancy word, these phrases actually have a purpose.  They are called the “Recitals,” and they are used to provide context to the agreement.

The first paragraph tells the name of the agreement, who the parties in the agreement are, and often the date that it is effective.  Next, you often find those Recitals.  They are often used to set the stage as to why the parties are coming together to sign the agreement.  For example,

Whereas, Jack Sprat can eat no fat, and Ms. Sprat can eat no lean;

Whereas, the Sprats desire to engage a butcher to purchase an adequate supply of meat that meets their dietary restrictions;

Whereas, Merry Meats is a custom meat processor and butcher; and

Whereas, Merry Meats desires to provide separate lean and fat cuts to the Sprats.

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Sprats and Merry meats agree as follows:

Now we know why the Sprats are picky about their meat cuts, and why Merry Meats can help.  Sometimes, they may even discuss why it is important if the contract is exclusive or not.  It is important that any actual requirements or needs are addressed in the agreement itself, not just the Recitals.  Rather, the Recitals are used to provide context as to the provisions and help inform why some provisions are there.

So feel free to ignore the “whereas’s” and “now, therefore’s” but the words following, they can help you understand why this contract even exists.

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