If you are reading a Philippine contract, deed of sale, board resolution, settlement agreement, waiver, or special power of attorney and you see the word “WHEREAS”, it usually means “considering that,” “because,” or “given the following facts.” In legal documents, a “Whereas” clause normally explains the background of the transaction. It is often important, but it is not always the part that creates the actual obligation. The key is to know whether the clause is only a background recital or whether it is tied to a promise, representation, warranty, condition, or authority that can affect your legal rights.
What “Whereas” Means in Philippine Legal Documents
In Philippine legal drafting, “Whereas” clauses are usually called recitals. They appear near the beginning of a document before the main agreement. Their job is to explain why the parties are signing the document.
For example:
WHEREAS, the Seller is the registered owner of a parcel of land covered by Transfer Certificate of Title No. 123456; WHEREAS, the Buyer has offered to purchase the property and the Seller has accepted the offer; NOW, THEREFORE, for and in consideration of the foregoing premises, the parties agree as follows...
In simple English, this means:
- The seller claims to own the land.
- The buyer wants to buy it.
- The seller accepted.
- The actual promises will follow after “NOW, THEREFORE.”
The word “Whereas” does not mean “where” in the location sense. It is not asking where something happened. It is an old legal drafting word that introduces a reason, fact, or background statement.
Are “Whereas” Clauses Legally Binding in the Philippines?
A “Whereas” clause can matter legally, but it depends on how the document is written.
As a general rule:
| Part of document | Common wording | Usual function | Practical effect |
|---|---|---|---|
| Title | “Deed of Absolute Sale,” “Memorandum of Agreement,” “Secretary’s Certificate” | Identifies the document | Helpful, but not controlling by itself |
| Recitals | “WHEREAS...” | Explains background facts | May help interpret intent or show admissions |
| Operative clause | “NOW, THEREFORE...” | Bridges the background to the agreement | Signals that binding terms follow |
| Main provisions | “The Seller hereby sells...,” “The Borrower shall pay...” | Creates rights and obligations | Usually the most important part |
| Signatures and notarization | Names, signatures, acknowledgment, jurat | Shows execution and formality | Important for proof, registration, and enforceability |
So, a “Whereas” clause is usually not the main promise. The main promise is typically in the clauses that say “shall,” “agrees,” “undertakes,” “warrants,” “sells,” “assigns,” “leases,” “waives,” or “authorizes.”
But a recital can become legally significant when:
- the contract says the recitals are “true, correct, and incorporated into this Agreement”;
- the recital contains a factual admission, such as “the Borrower has received ₱500,000”;
- the recital is used to interpret an unclear clause;
- the recital identifies a condition or purpose of the contract;
- the recital conflicts with the operative provisions and creates ambiguity.
Philippine Legal Basis: Why the Wording Still Matters
Under the Civil Code of the Philippines, a contract is a meeting of minds where one party binds himself or herself to give something or render some service. The essential requisites of a contract are consent, object, and cause under Article 1318. The Civil Code also says that contracts are generally obligatory regardless of form, provided the essential requisites are present, except when the law requires a specific form for validity, enforceability, proof, or registration. (Lawphil)
This means the word “Whereas” is not a magic word required to make a contract valid. A Philippine contract can be valid even without any “Whereas” clause, as long as the legal requirements are met.
However, wording matters because Philippine courts interpret contracts based on the parties’ intention. Article 1370 of the Civil Code says that if the terms of a contract are clear and leave no doubt about the parties’ intention, the literal meaning controls. If the words appear contrary to the parties’ evident intention, that intention prevails. Article 1371 also allows contemporaneous and subsequent acts of the parties to be considered in judging intent. (Lawphil)
The Supreme Court applied these principles in Norton Resources and Development Corporation v. All Asia Bank Corporation, where it emphasized that when written contract terms are clear, courts generally enforce them as written and do not rewrite the parties’ agreement. The Court also discussed the parol evidence rule, which generally treats a written agreement as containing the terms agreed upon by the parties, subject to recognized exceptions such as ambiguity, mistake, validity, failure to express true intent, or later agreements. (Supreme Court E-Library)
In practical terms: a “Whereas” clause may not be the strongest part of the document, but it can still affect how the document is understood, especially when there is a dispute.
Common Philippine Documents That Use “Whereas”
Deed of Sale
A deed of sale may use “Whereas” clauses to state that the seller owns the property, that the buyer offered to buy it, and that the parties agreed on the price.
But the actual transfer language should be in the operative clause, such as:
The Seller hereby sells, transfers, and conveys the property to the Buyer...
For real property, Article 1358 of the Civil Code requires acts and contracts involving the creation, transmission, modification, or extinguishment of real rights over immovable property to appear in a public document. This is why deeds of sale of land are normally notarized and later used for tax payment and registration with the Registry of Deeds. (Lawphil)
Lease Agreement
A lease agreement may say:
WHEREAS, the Lessor is willing to lease the premises to the Lessee...
That background statement is not enough. The important provisions are still the lease term, rent, deposit, permitted use, renewal, repairs, default, termination, and penalties.
If the lease is for more than one year, the Statute of Frauds under Article 1403 of the Civil Code becomes important because certain agreements, including leases longer than one year and sales of real property or interests in real property, must be in writing to be enforceable by action. (Lawphil)
Special Power of Attorney
A special power of attorney may use recitals to explain why the principal is appointing an attorney-in-fact.
Example:
WHEREAS, the Principal is currently residing abroad and cannot personally appear before the Registry of Deeds...
The important part is not the “Whereas” clause. The important part is the actual grant of authority, such as authority to sell, mortgage, lease, sign documents, receive proceeds, pay taxes, or represent the principal before the BIR, Registry of Deeds, LGU, court, bank, or condominium corporation.
If the SPA is signed abroad, Article 17 of the Civil Code is relevant because the forms and solemnities of contracts, wills, and other public instruments are generally governed by the law of the country where they are executed, while documents executed before Philippine diplomatic or consular officials abroad follow Philippine solemnities. (Lawphil)
Board Resolution or Secretary’s Certificate
Corporate documents often use “Whereas” clauses like this:
WHEREAS, the Corporation intends to open a bank account with XYZ Bank...
The binding corporate act is usually in the “RESOLVED” clause, not the “Whereas” clause.
Under the Revised Corporation Code, the board of directors or trustees generally exercises corporate powers, conducts business, and controls corporate property. Corporate secretaries also commonly certify board actions through minutes, resolutions, and secretary’s certificates. (Supreme Court E-Library)
For banks, government agencies, and counterparties, the practical question is usually: Did the correct corporate body approve the act, was there quorum, and is the signatory properly authorized?
Settlement Agreement, Waiver, or Quitclaim
A settlement agreement may state:
WHEREAS, Party A has agreed to pay Party B the amount of ₱100,000 as full settlement...
This type of recital can be dangerous if the money has not actually been paid. If the document also says “receipt is hereby acknowledged,” the signer may later have difficulty claiming non-payment unless the document clearly states that payment will be made later.
For ordinary readers, the safest way to read this is: Do not sign a document saying you already received something unless you actually received it or the document clearly states when and how it will be paid.
Recitals vs. Main Clauses: Which Controls?
When there is no conflict, courts usually read the contract as a whole. Article 1374 of the Civil Code says the different stipulations of a contract should be interpreted together, giving doubtful provisions the sense that results from all of them jointly. Article 1377 also provides that the interpretation of obscure words or stipulations should not favor the party who caused the obscurity. (Lawphil)
In practice:
- If the “Whereas” clause is clear and consistent with the main terms, it supports the agreement.
- If the “Whereas” clause is vague but the main clause is clear, the main clause usually matters more.
- If the “Whereas” clause contradicts the main clause, the document may become ambiguous.
- If the contract says the recitals are incorporated into the agreement, the “Whereas” clauses become more important.
Example:
WHEREAS, the Buyer shall pay the purchase price in 12 monthly installments...
But later the contract says:
The Buyer shall pay the full purchase price upon signing.
That conflict should be corrected before signing. Otherwise, it may lead to a dispute over whether payment is installment-based or due immediately.
Step-by-Step Guide: How to Read a “Whereas” Clause Before Signing
Translate it into plain English. Replace “Whereas” with “Because” or “Considering that.” If the sentence still does not make sense, the wording may be unclear.
Identify whether it states a fact, promise, or assumption. A fact says something already happened. A promise says someone will do something. An assumption says something is being treated as true.
Check if the fact is accurate. If the recital says you received money, own property, are single, have authority, or agree to a debt, confirm that this is true.
Look for incorporation language. Watch for phrases like “the foregoing recitals are incorporated herein” or “the parties agree that the foregoing premises are true and correct.”
Compare the recitals with the operative clauses. The operative clauses should clearly say who must do what, when, where, and what happens if they fail.
Check authority. If someone signs for another person, corporation, estate, or association, look for an SPA, board resolution, secretary’s certificate, court appointment, or other written authority.
Verify attached documents. For property, check the title, tax declaration, tax clearances, IDs, marital consent, condominium documents, and unpaid dues. For corporate transactions, check SEC registration, latest General Information Sheet, board approval, and signatory authority.
Review payment language carefully. Avoid signing language that says “receipt is acknowledged” if payment has not been made.
Check notarization requirements. Notarization is not about the word “Whereas”; it is about proper execution. Under the notarial rules, a person generally appears before the notary, is identified through competent evidence of identity, and acknowledges or signs the document as required for the notarial act.
Keep a clean copy. The signed, notarized, and complete version should include all pages, attachments, initials where required, notarial details, and official receipts or proof of payment when relevant.
Practical Documents, Offices, and Timelines in the Philippines
There is usually no separate government fee or timeline for using the word “Whereas.” The cost and timeline depend on the type of document and what you need to do with it.
| Document type | Why “Whereas” appears | Common documents to check | Office or process involved | Practical timeline |
|---|---|---|---|---|
| Simple private agreement | Explains background of the deal | IDs, proof of payment, authority to sign | Usually private signing; notarization if needed | Same day to a few days |
| Deed of sale of land | States ownership, title details, price, and intent to sell | TCT/CCT, tax declaration, IDs, marital consent, CAR requirements, receipts | Notary, BIR, LGU Treasurer/Assessor, Registry of Deeds | Often several weeks, depending on tax clearance and registration |
| Lease agreement | States why parties are entering the lease | IDs, authority, title or proof of right to lease, condo/HOA rules | Private signing; notary if desired or required by counterparty | Same day to a few days |
| SPA signed abroad | Explains why the principal cannot personally act | Passport/ID, authority wording, notarial or consular formalities | Foreign notary, Apostille authority, or Philippine Embassy/Consulate | Days to weeks, depending on country and authentication route |
| Secretary’s certificate | Explains corporate purpose before the “RESOLVED” clause | Board minutes, board resolution, SEC documents, bylaws | Corporate secretary; sometimes submitted to bank, SEC, BIR, LGU, or counterparty | Same day to several days if records are complete |
| Settlement agreement | Explains dispute background and agreed settlement | Proof of payment, release language, case details | Private signing, barangay, court, labor office, or agency depending on dispute | Same day for private settlement; longer if approval or dismissal is needed |
For foreign documents, the DFA Apostille system is often relevant when Philippine public documents will be used abroad, or when foreign public documents will be used in the Philippines and the country is part of the Apostille Convention. DFA guidance explains that Philippine embassies and consulates no longer authenticate documents originating from Apostille countries; those documents need the Apostille from the issuing country’s competent authority. (Apostille Services)
Special Issues for Foreigners
“Whereas” Does Not Override Land Ownership Restrictions
A foreigner may see a deed or agreement saying:
WHEREAS, the Buyer desires to acquire the property...
That does not mean the transfer is legally allowed. The 1987 Constitution restricts the transfer of private lands to persons or entities qualified to acquire or hold lands of the public domain, except in cases such as hereditary succession. (Supreme Court E-Library)
A “Whereas” clause cannot cure a transaction that violates constitutional or statutory restrictions.
Apostille and Foreign Execution
Foreigners and Filipinos abroad often sign SPAs, affidavits, settlement documents, and contracts outside the Philippines. A well-written “Whereas” clause may explain why the document is being signed abroad, but the document still needs proper execution, authentication, and acceptance by the Philippine office, bank, court, or counterparty that will use it.
Name, Marital Status, and Capacity Issues
For foreigners, dual citizens, former Filipinos, and Filipinos abroad, recitals often mention citizenship, residence, civil status, passport details, or authority to act. These details should match supporting documents. Discrepancies in names, middle names, married names, suffixes, passport numbers, or civil status can delay transactions with banks, the BIR, Registry of Deeds, DFA, PSA-related processes, immigration offices, and courts.
Common Mistakes With “Whereas” Clauses
Mistake 1: Ignoring the Recitals Completely
Some people skip the “Whereas” clauses because they look like legal decoration. That can be risky. Recitals may contain admissions about ownership, debt, payment, authority, relationship, previous agreements, or dispute history.
Mistake 2: Treating the Recitals as the Whole Agreement
The opposite mistake is also common. A person reads the background and assumes the deal is complete, but the actual obligations are in the later provisions.
Example: A recital says the landlord is willing to lease the unit. But the main clause may still allow termination after 30 days, impose penalties, or prohibit subleasing.
Mistake 3: Signing a False Background Statement
If the recital says you received full payment, delivered documents, inspected the property, waived claims, or were fully informed, do not treat it as harmless. It may later be used as evidence.
Mistake 4: Allowing Recitals to Conflict With Main Terms
A document should not say one thing in the “Whereas” clauses and another thing in the operative provisions. Conflicts invite disputes.
Mistake 5: Relying on “Whereas” Instead of Proper Authority
In corporate and agency transactions, a recital saying someone is authorized is not always enough. Banks, buyers, government agencies, and courts usually look for the actual board resolution, SPA, secretary’s certificate, court order, or appointment papers.
Does Electronic Signing Change the Meaning of “Whereas”?
No. The word has the same meaning whether the document is on paper or electronic.
Republic Act No. 8792, the Electronic Commerce Act of 2000, recognizes electronic documents and electronic signatures when legal requirements for integrity, reliability, authentication, and identification are met. It also states that electronic documents can have legal effect and that electronic signatures may be equivalent to written signatures if the required proof and procedures exist. (Lawphil)
However, RA 8792 also preserves requirements of existing laws on formalities for certain documents. This matters for documents that need notarization, public instrument form, original presentation, government acceptance, registration, or agency-specific procedures. (Lawphil)
Frequently Asked Questions
What does “Whereas” mean in a Philippine contract?
It usually means “considering that” or “because.” It introduces background facts or reasons for the agreement. It is commonly used in recitals before the main binding provisions.
Is a “Whereas” clause legally binding?
Sometimes, but not always. If it only gives background, it may mainly help explain the document. If it states facts, admissions, warranties, conditions, or is incorporated into the agreement, it can affect legal rights.
Can a contract be valid without “Whereas” clauses?
Yes. Philippine law does not require the word “Whereas” for a contract to be valid. What matters is whether the legal requisites are present and whether any required form is followed.
Which is more important: “Whereas” or “Now, therefore”?
The “Whereas” clauses give background. The “Now, therefore” clause introduces the operative agreement. The provisions after “Now, therefore” are usually where the actual obligations are found.
What if the “Whereas” clause is false?
A false recital should be corrected before signing. If already signed, it may create a dispute and may be used as evidence, depending on the wording, context, and other proof.
Does “Whereas” mean I already agreed?
Not by itself. It may show context, but agreement is usually shown by the operative clauses and your signature. Still, a recital can contain admissions or incorporated facts, so it should not be ignored.
Is “Whereas” required for notarization in the Philippines?
No. Notarization does not depend on the word “Whereas.” It depends on proper personal appearance, identity verification, signing or acknowledgment, notarial certificate, notarial register, and compliance with the notarial rules.
In a board resolution, is “Whereas” or “Resolved” more important?
The “Resolved” clause is usually more important because it states the board action or authority granted. The “Whereas” clauses explain the background.
Can “Whereas” allow a foreigner to buy land in the Philippines?
No. A recital cannot override constitutional restrictions on land ownership. If a transaction is legally prohibited, wording it as a “Whereas” clause will not make it valid.
Should I worry if a document has many “Whereas” clauses?
Not automatically. Many formal Philippine documents use several recitals. What matters is whether they are accurate, consistent with the main clauses, and supported by the documents and facts.
Key Takeaways
- “Whereas” means “considering that” or “because” in legal documents.
- In Philippine contracts, “Whereas” clauses are usually recitals that explain background facts.
- The main obligations are usually found after “NOW, THEREFORE” or in clauses using words like “shall,” “agrees,” “sells,” “leases,” “waives,” or “authorizes.”
- A “Whereas” clause can still matter if it contains admissions, warranties, conditions, or incorporated statements.
- Under the Civil Code, clear contract terms are generally enforced according to their literal meaning, while unclear terms may be interpreted based on the parties’ intent and the contract as a whole.
- For deeds, SPAs, corporate documents, settlements, and foreign-executed documents, the bigger issue is often not the word “Whereas,” but accuracy, authority, notarization, authentication, registration, and compliance with Philippine law.