Corporate Drafting Definitions Forum

[Anonymous User]

On a lot of agreements I see terms like henceforth and whereas. I have no idea what these terms mean and while I know the definitions, I don't know what would be the modern day equivalent. I feel like knowing would make me better at understanding these agreements. What do these terms mean in plain english?

[Avian]

I'm not exactly sure what you're asking, you say you know the definitions but don't know what they mean? You should just look up the definitions online if you don't understand them. Most of those types of words do not have a single word as a modern day equivalent. Something like "whereas" means roughly "taking into consideration the fact that..." and so forth.

These terms are archaic and most modern drafting courses will instruct you to simply omit them as they rarely add anything substantive to the drafting. That said there are partners who have been using the same precedents for years and will not take kindly to you taking them all out.

[NotMyRealName09]

I'm not exactly sure what you're asking, you say you know the definitions but don't know what they mean? You should just look up the definitions online if you don't understand them. Most of those types of words do not have a single word as a modern day equivalent. Something like "whereas" means roughly "taking into consideration the fact that..." and so forth.

These terms are archaic and most modern drafting courses will instruct you to simply omit them as they rarely add anything substantive to the drafting. That said there are partners who have been using the same precedents for years and will not take kindly to you taking them all out.

Yeah this, but with a caveat - if I'm writing something persuasive or substantive, like a brief in litigation, I avoid the BS and try to speak like a normal person. But for documents like a settlement agreement or some big formal corporate document, you've got to consider your clients EXPECT that $10,000 document to sound fucking fancy. Yes it obscures the meaning and is generally to be avoided in legal writing - but there are sometimes countervailing concerns that require you to legalese up a document to justify the expense and satisfy the layman's expectations.

[Danger Zone]

Fairly standard language for corporate resolutions. There's a section of recitals: whereas, the company wants to do x, now therefore be it resolved that bylaws are amended as follows.

[A. Nony Mouse]

"Henceforth" and "whereas" are obscure??

("Henceforth" just means "from now on.")

[RedGiant]

On a lot of agreements I see terms like henceforth and whereas. I have no idea what these terms mean and while I know the definitions, I don't know what would be the modern day equivalent. I feel like knowing would make me better at understanding these agreements. What do these terms mean in plain english?

I'd take a look at the book "Contract Drafting" by Tina Stark if you need help in that area. But you need to just get used to the fact that while there's a lot of filler in many corporate documents, it's not going away anytime soon so you should understand it.

[BigZuck]

"Henceforth" and "whereas" are obscure??

("Henceforth" just means "from now on.")

I don't know if they are obscure but they are both kind of weird and goofy and should be avoided if you can help it IMO.

I think if you'd be embarrassed to use a word when conversing with other humans it's probably ok to keep it out of your writing. "Henceforth" is one of those words. I guess maybe someone uses that word when they speak but I couldn't hang with that person.

"Whereas" isn't nearly as bad to me but there might be better words depending on how you're using it

[Anonymous User]

Typically, before the substance of a contract, you start off with whereas to provide insight about the parties in the contract and the circumstances of the contract. E.g. Whereas X is a financial institution. Whereas X is seeking the services of Y for blah blah. After these set of clauses that explain the background of the contract, you end with a therefore or henceforth (usually what the partner prefers) X and Y are entering into this contract for Y purposes. Basically, you're saying because of the 'whereas', you're doing 'henceforth'.

Hope that helps!

[Danger Zone]

Don't forget the WITNESSETH, because corporate lawyers love arcane language.

[2014]

Next time i'm involved in the SUBSTANTIVE DRAFTING that junior corporate associates are itching for, the first thing I'm going to do is gut the recitals to not include whereas. That'll really show everyone how talented I am.