Learn English – Use of “now” and “therefore” in contract preambles

formalitygrammarlegalese

Here's an example from the Merriam-Webster dictionary of a typical use of the word whereas:

Whereas you chose to participate in this stupid prank, you will be held responsible as well.

(this is one of the two different meanings of the word.)

In the preambles of contracts, however, I often see two additions to such sentences. The first is the use of therefore:

Whereas you chose to participate in this stupid prank, therefore you will be held responsible as well.

This seems redundant to me, although perhaps not entirely wrong. Is it grammatically incorrect? Obviously, it's not used in that kind of sentence exactly, but rather in longer, run-on sentences with multiple whereas clauses, i.e.:

WHEREAS the quick brown fox jumps over the lazy dog; and WHEREAS the lazy dog jumps over the cunning cat; and WHEREAS the cunning cat has been chasing the sneaky mouse; THEREFORE some thing or the other is to be undertaken etc. etc.

Can the addition of therefore be justified grammatically as a mechanism for re-asserting the sentence's intended meaning? as a kind of a shorthand to "WHEREAS all of the above,"?

The second word is now:

WHEREAS foo; and WHEREAS bar; and WHEREAS baz; NOW, THEREFORE quux.

This puzzles me. What's the use of the now? And why is it any help, if therefore has already been added?

Note: The overall meaning of such sentences is clear enough with or without these two additions, I'm asking about the grammar here, and about whether their addition adds a certain, shall we say, shade of meaning or interpretation which I'm not fully grasping.

Best Answer

1) This is legal language and in legal language, there is such a thing known as a "whereas clause". It just means "given that":

Legal language has its own pitfalls. I suggest you read this article:

LESSON TO LEARN: In legal agreements, language that appears in the beginning, which merely “sets the stage” or “describes the background” of the transaction, is not considered an operative or integral part of the agreement. Whether or not the word “Whereas” is used, this language is commonly referred to as “Whereas Clauses,” “recitals” or “decretal language.” The word “decretal” comes from the words “decree,” that is, a “pronouncement without binding effect.”

“Whereas” means literally “given the fact that,” and seems to be the way so many lawyers think it is best to begin a contract. The “Whereas Clauses,” even if they don’t use the word “whereas,” is generally viewed to be an introduction or preamble to a contract, and not a part of the contract’s operative provisions.

2) "Now, therefore" is a set legal phrase and it comes at the end of a series of whereas clauses or the recitals to state a conclusion regarding the whereas clauses.

From the same article:

Whereas, Mario and Sheldon are both experienced in the construction business, and

Whereas, Mario and Sheldon would like to join their efforts together, and

Whereas, Mario and Sheldon would like to become partners,

Now, therefore, to accomplish that, Mario and Sheldon enter into this agreement . . .

3) The word whereas is often written in all caps in these clauses: WHEREAS and so is NOW, THEREFORE. And that's that about this. Whereas clauses are also known as recitals or decretal language.

4) In my own words, this is all just: given A, B and C, a lawyer or law firm concludes D from it. These legal style issues should be understood within the existing tradition and usage of legal English and taken at face value. But whereas just means: given that.

whereas clauses

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