What does in witness whereof mean?
How is “in witness whereof” used in contracts?
What are the alternatives to the in witness whereof clause?
In this article, we will break down the notion “in witness whereof” so you know all there is to know about it.
We will look at its meaning, the history of the term, the different variations of the expression, its use in contracts, alternatives and more.
Are you ready to find out?
Let’s get started!
In witness whereof meaning
In most contracts, you’ll come across a statement that says “in witness whereof” generally on the same page as the signature page.
What does in witness whereof mean?
The term “witness” suggests that the signing party is providing an attestation or certification.
The term “whereof” makes reference to what is in the contract.
In essence, the statement in witness whereof can be read to mean “to demonstrate their agreement”.
The expression in witness whereof means that a person signing the legal document is certifying the content of what’s in the document.
In witness whereof, the undersigned has caused the present agreement to be executed can read as “I certify that I have signed this”.
History of the expression
In ancient Latin deeds, they used “in cujus rei testimonium” as a concluding statement in their legal documents.
In cujus rei testimonium means in testimony whereof.
Eventually, it got translated into English as in witness whereof.
Initially, the term in witness whereof was used to refer to a person witnessing the signature of the contract.
Eventually, over time the clause became a boilerplate language in a contract entered into between private parties to attest that they recognize they are signing a legal contract.
In witness whereof variations
What are the different variables of the “in witness whereof” statement?
There are a few variations:
- In witness whereof
- In witness thereof
- In witness hereof
- In testimony whereof
These variations mean the same thing.
In witness whereof clause
The in witness whereof clause generally appears at the end of a contract right before the contract signature page and can be written in a variety of ways.
Here are some in witness whereof examples of how the in witness whereof statement can appear in a contract:
- In witness whereof the parties have caused this agreement to be signed
- In witness whereof the undersigned has executed this agreement
- In witness whereof the undersigned duly authorized to enter into this agreement
Usage in witness thereof expression
Although the statement in witness whereof does not bring any specific value to the meaning of a contract, it continues to be used to show a level of formalism.
The best practice in drafting a contract is to stick to simple and plain language.
Using terms and expressions leading to confusion or interpretation is not ideal and should be avoided.
In business transactions and commercial contracts, the statement in witness whereof does not bring any value or convey an important intention.
In witness whereof alternative
As an alternative to in witness whereof or in witness thereof, you can use plain English as well to convey the same meaning.
You can keep the statement short and sweet by saying:
“the parties agree to enter to this agreement on this date”
“in witness whereof, the parties have caused this agreement to be executed”
In witness whereof or thereof or hereof
The most common use of the testimonial clause is “in witness whereof” sort of saying in witness of which.
You may also see “in witness thereof” or “in witness hereof”.
Can they be validly used in contracts?
At the end of the day, you should remember that a contract must clearly convey the intention of the parties.
There is no right way or wrong way of using this expression.
However, you should ensure that the meaning you are giving you every clause of your contract is clear.
In witness thereof means in witness of that and in witness hereof means in witness of this.
Who signs in witness whereof?
The boilerplate “in witness whereof” clause is used in a contract between the contracting parties to express their desire to sign the contract and be bound by its terms.
When you read “IN WITNESS WHEREOF, the parties have caused this agreement to be executed and delivered” is a statement made by both parties to the contract that they are signing this contract and implicitly recognize that its terms are binding.
Essentially, the parties signing the contract attest that they are certifying the contract of the legal document or acknowledging a legal document is being entered into between them.
In reality, the signature of party should serve as the formal attestation or certification of the content of the contract.
The statement in witness whereof, the parties hereto have caused this agreement to be executed is an ancient way of saying that parties agree to be bound by the terms of the contract.
In the modern times, this expression brings little value from a legal perspective but continues to be used to show a level of formalism in the contract.
You can very well say remove the “in witness whereof” and simply say “the parties hereto agree to enter into this agreement”.
Even that may not be necessary when the parties are evidently signing the contract.
The signature of the parties expressly conveys their intention to be bound by the terms of the document.
It may not hurt to expressly state that you are intending to sign the document and be bound by its terms but it does not necessarily bring value to the contract.
You now know what in witness whereof means.
It’s up to you to decide what’s your take on it.
Should we use it to have the contracts look formal, use plain English to say the same thing or just not mention anything about it?
What are your thoughts?