Also known as: whereas clauses · whereas-clause · recitals
Written by attorneys · grounded in primary & secondary sources — see below
A preliminary statement in a contract, deed, or similar instrument that explains the background of the transaction or the reasons for entering into it. Traditionally each such statement begins with the word whereas. The clause supplies context but does not itself create operative rights or duties.
Walter Washington drafted a document that opened with whereas clauses reciting his desire to provide for his girlfriend after his death and ended with the words 'this is my last will.' After his death his daughter offered extrinsic evidence that the document had been executed only to persuade the girlfriend to resume their relationship. The court admitted the evidence and held the instrument ineffective as a will.
Wrightway Engineering challenged an embargo proclamation that began with whereas clauses declaring a national emergency in arms shipments. The company argued the clauses showed the President had exceeded statutory authority. The Court treated the clauses as background recitals that did not limit the scope of the delegated power.
Select any source to read its text and confirm it supports the definition.
Wesley Wells refused to salute the flag under a school board resolution whose whereas clauses recited the need to foster national unity. He claimed the recitals revealed an unconstitutional purpose. The Court examined the clauses only to confirm they expressed a legitimate educational objective and did not compel speech.
Wendy Wu challenged the individual mandate whose statutory whereas clauses recited the need to regulate interstate insurance markets. She argued the recitals revealed an attempt to exceed commerce power. The Court reviewed the clauses as legislative findings but held they could not create authority the Constitution withholds.
Wolverine Steel attacked cable must-carry rules whose whereas clauses recited threats to broadcast viability. The company contended the recitals overstated the harm. The Court treated the clauses as congressional findings entitled to deference yet still required evidence that the rules were narrowly tailored.
Walker Valley Produce challenged an oil code whose whereas clauses recited an emergency in petroleum production. The company argued the recitals could not supply the missing statutory standard. The Court held the clauses could not cure an impermissible delegation of legislative power.
No. The clause supplies background or context for the transaction. Operative duties arise only from the granting or operative clauses that follow it.
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Yes. A recital such as 'this is my last will' creates only a rebuttable presumption of testamentary intent. Evidence that the document served a collateral purpose may defeat that presumption.
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Courts treat them as legislative findings or statements of purpose. They may illuminate intent but cannot expand or contract the authority granted by the operative text.
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No. Modern drafting often omits the formal whereas introduction. The underlying recital function remains useful for stating background facts that aid interpretation.
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…to those required for the public schools."[^maj-1] The Board of Education on January 9, 1942, adopted a resolution containing recitals taken largely from the Court's Gobitis opinion and ordering that the salute to the flag become "a regular part of the program of activities in the public schools," that all teachers and…