What Are Here- and There- Legalese Words?
What do words such as herein, hereby, thereunder and thereof mean—and should modern lawyers still use them? These compounds are common in contracts, statutes and other formal legal documents. Lawyers need to understand them, even when they choose clearer alternatives in their own drafting.
Lesson handout
What are here- and there- words?
These legalese words combine the adverb here or there with a preposition such as in, by, after, under, to, of or on. The parts are written as one word but pronounced separately: here-in, there-after.
| Part | Usual reference | Example |
|---|---|---|
| here- | This document, agreement, clause or section | herein = in this document or provision |
| there- | A different document, provision, event, object or previously mentioned thing | therein = in that document or thing |
| preposition | Keeps its ordinary relationship or direction | under, to, of, on |
Common here- words
| Word | Meaning | Example and interpretation |
|---|---|---|
| herein | in this document, clause or section | “The instruments referred to herein” means the instruments referred to in this document, clause, etc. |
| hereby | by this document or action | “The parties hereby agree” means that they agree by entering into this agreement. |
| hereinafter | after this point in the document | “Max Co (hereinafter the Lessor)” means that later references in this document, clause etc, and after will use the Lessor. |
| hereunder | under or according to this document | “Amounts due hereunder” means amounts due under or in this agreement, clause etc. |
| hereto | to this document | “Appendix A attached hereto” means attached to this agreement, clause etc. |
| hereinabove / hereinbefore | above or earlier in this document | “The services hereinabove described” means the services described in this document, clause etc. earlier. |
| hereof | of this document or provision | “Section 5.1 hereof” means section 5.1 of this agreement, document etc. |
Common there- words
In these words, there- refers to something previously mentioned, while the preposition keeps its usual meaning. For example, therein means “in that thing” and thereon means “on that thing”.
| Word | Meaning | Example and interpretation |
|---|---|---|
| therein | in that document or thing |
“The parties agree to comply with the Supplier Agreement and all obligations contained therein.” Therein means in the Supplier Agreement. The obligations are contained in that previously mentioned agreement. |
| thereby | by that action or means |
“The tenant obtained all the necessary permits and thereby complied with the planning requirements.” Thereby means by obtaining the permits. Obtaining the permits was the action that resulted in compliance. |
| thereafter | after that event, date or time |
“The agreement will commence on 1 January 2027 and continue for six years thereafter.” Thereafter means after 1 January 2027. The six-year period begins on that previously mentioned date. |
| thereunder | under or according to that document |
“The employee must notify the employer of any claim made under the insurance policy and any payment received thereunder.” Thereunder means under the insurance policy. It refers to a payment received under that previously mentioned policy. |
| thereto | to that document, action or thing |
“The successful party may recover the legal costs of the proceedings and any expenses related thereto.” Thereto means to the proceedings. It refers to expenses related to those previously mentioned proceedings. |
| thereof | of that document, entity or thing |
“Company” means ABC Limited and every subsidiary thereof.” Thereof means of ABC Limited. It includes every subsidiary of that previously identified company. |
| thereon | on that amount, document or thing |
“The borrower must repay the outstanding amount together with the interest accrued thereon.” Thereon means on the outstanding amount. The interest accrues on that previously mentioned sum of money. |
Why can these words cause ambiguity?
The apparent efficiency of these words is also their main weakness. Herein might refer to one sentence, a clause, an article, the entire agreement or even a group of transaction documents. Different readers can therefore attach different scopes to the same word.
Ken Adams in this blog post discusses a US case in which the parties disagreed over whether herein referred only to one section or to the agreement as a whole. His recommendation is generally to avoid here-/there- words because they are archaic and can create confusion, with a limited exception for hereby in language of performance.
| Legalese | Clearer alternative |
|---|---|
| herein | in this agreement / in section 4 |
| hereunder | under this agreement / under clause 6 |
| hereinafter | later in this agreement—or simply introduce a defined term |
| hereinbefore | earlier in this agreement / in clause 3 |
| hereto | to this agreement / to this email |
| therein | in the master agreement / in that clause |
| thereto | to the proceedings / to that agreement |
| thereafter | after the effective date / immediately after receipt |
The exception: hereby in language of performance
Language of performance records an action that is completed by signing the contract. For example, “Acme hereby grants the licence to Smith” indicates that the grant happens through the agreement itself. In that specialised function, hereby can help distinguish an immediate contractual act from a future obligation.
How to draft more precisely
Replace the compound (here- there- word) with its precise equivalent: name the agreement, provision, date, amount or action. Sometimes the best revision is to simply delete the word. . For example, “Payments due hereunder shall be made within 30 days” may become “Payments shall be made within 30 days of the invoice date.”
| Original | Plain-English revision |
|---|---|
| The obligations set forth herein bind both parties. | The obligations in this agreement bind both parties. |
| Payments due hereunder shall be made within 30 days. | Payments shall be made within 30 days of the invoice date. |
| The goods described hereinabove meet the specifications. | The Goods meet the agreed specifications. |
| All obligations shall cease thereafter. | All obligations shall cease upon receipt of the termination notice. |
| Disputes arising in relation thereto shall be arbitrated. | Disputes arising from the Sale of Goods Agreement shall be resolved through arbitration. |
Key lesson
You should be able to interpret here-/there- compounds because you will encounter them. When drafting, however, ask what the word refers to and whether naming that thing would be clearer. Precision is more valuable than adding a “legal” flavour.
Try writing one sentence with here- there- and explain what it means. You can write it in the comments! 🤓
Related resources
- Ken Adams: “Herein” and contract-reference ambiguity
- Categories of contract language quick-reference chart
- A Manual of Style for Contract Drafting, Fifth Edition
- Garner’s Dictionary of Legal Usage
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