In a contract, “hereby referred to as” is a drafting phrase that attaches a short label to a party right after their full legal name, so the label can stand in for that name through the rest of the document. You’ll usually see it in the opening paragraph, where the parties are first introduced. Once the label is set, every later mention of it means the same person or company named at the top.
Here’s what it looks like in practice:
This Agreement is entered into by and between Westbrook Commercial Holdings, LLC, a Delaware limited liability company (hereinafter referred to as “Landlord”), and Jamie Reeves (hereinafter referred to as “Tenant”).
From that point on, “Landlord” means Westbrook Commercial Holdings, LLC, and “Tenant” means Jamie Reeves. Any obligation, deadline, or penalty assigned to “Landlord” binds the actual entity behind the label. The phrase saves everyone from reading the full legal name forty times across a twenty-page document, and it gives the contract one unambiguous way to refer to each party.
How the Label Works Once It’s Set
The parenthetical label is a direct substitute for the full legal name. Courts treat it that way, so there’s no need to restate the full name later in the document to “remind” anyone which party is which. Every clause that references “Tenant” means the person named in the preamble, whether the clause is about rent, repairs, or termination.
The reason this matters in a dispute is that judges read a contract as a whole and expect each term to carry a consistent meaning throughout. Where both sides attached the same meaning to a term, that shared meaning controls.1LexisNexis. Restatement of the Law, Second, Contracts 201 – Whose Meaning Prevails A clearly defined label tied to a correct legal name heads off most arguments about who agreed to what. When the language is loose, courts apply contra proferentem and construe unclear wording against the drafter — the person who chose the words had every chance to make them precise.
Getting the Anchor Name Right
The label is only as reliable as the name it’s attached to. If the full legal name is wrong, the shorthand doesn’t fix it.
Individuals
Use the formal legal name as it appears on government-issued identification. “Christopher Alan Reeves” is better than “Chris Reeves,” even if everyone calls him Chris. The short label can be whatever makes sense for the deal — “Buyer,” “Consultant,” “Borrower” — but the anchor name needs to match a signature and an ID.
Business Entities
For a company, the full legal name includes the entity designation: LLC, Inc., LLP, or whatever appears in the formation documents. A search on the Secretary of State’s website for the state of incorporation confirms the exact registered name and entity type. Different companies can register identical names in different states, and the entity designation affects who is actually liable. A trade name, marketing brand, or casual abbreviation is not a substitute for the registered name.
Businesses Using a DBA
When a party operates under a “doing business as” name different from their registered legal name, lead with the legal name and note the DBA parenthetically. For an individual: “Christopher Alan Reeves, d/b/a Reeves Consulting (hereinafter referred to as ‘Consultant’).” For a company: “Westbrook Commercial Holdings, LLC, d/b/a Westbrook Properties (hereinafter referred to as ‘Landlord’).” Using only the DBA can make the contract harder to enforce. In some states, a business that hasn’t properly registered its fictitious name may be barred from suing on the contract at all.
Formatting Conventions
No statute requires a specific format, but drafting practice has settled into a strong convention. Deviating from it causes needless confusion.
- Put the short label in parentheses with quotation marks, immediately after the full legal name and the introductory phrase: (“Landlord”). That visual pattern signals a formal definition rather than a passing description.
- Capitalize the label every time it appears afterward. “Landlord” (capitalized) means the specific party defined in the preamble. “landlord” (lowercase) reads as any landlord generally, which invites argument.
- Make each label unique and obviously distinct from the others. Calling one party “the Company” and another “the Corporation” in the same agreement is asking for a mix-up. Role-based pairs like Buyer/Seller or Licensor/Licensee are hard to confuse.
Most contracts set these definitions inline in the opening preamble. Longer documents sometimes gather all defined terms into a dedicated definitions article at the front, which is useful when technical terms, financial thresholds, and key dates also need defining. Either approach works, as long as the same term isn’t defined twice with slightly different wording in different places.
The Shorter Modern Version
“Hereby referred to as” and “hereinafter referred to as” are traditional. Modern drafting guides generally recommend dropping both and placing the parenthetical label directly after the full name:
This Agreement is entered into by Westbrook Commercial Holdings, LLC (“Landlord”) and Jamie Reeves (“Tenant”).
The parenthetical with quotation marks is what actually signals the definition. The words “hereby referred to as” are connective tissue, and cutting them makes the preamble easier to read without changing its legal effect. If you’re drafting from scratch, the streamlined version is the better choice. If you’re reading a document that uses the longer phrasing, it works identically.
Scope Across Documents
Within a single contract, a defined term applies everywhere once it’s set. The scope question gets trickier with multiple documents. A master services agreement might define “Provider” and “Client,” but a later work order or amendment may not repeat those definitions. Standard practice is to add an incorporation clause to each follow-up document, saying something like “all defined terms in the Master Agreement carry the same meaning in this Work Order unless stated otherwise.” Without that clause, the defined terms from the master agreement don’t technically carry over, which leaves the parties in a gray area if a dispute arises.
When a later document needs to override a definition from the master agreement, it should say so explicitly and specify which document’s definition controls in a conflict. Silence on that point invites litigation.
Common Mistakes to Avoid
Most problems with defined terms come from carelessness, and the same patterns show up again and again in disputed contracts:
- Switching between the label and the full name mid-document. If the preamble defines “Landlord” but paragraph eight says “Westbrook” and paragraph fourteen says “the property owner,” a court has to decide whether all three mean the same party. Usually they do, but the inconsistency gives the other side an argument.
- Using a trade name instead of the legal name. A party identified only by a brand name or DBA, without the registered entity name, can argue they signed in a capacity that doesn’t bind the underlying business. Courts have held that naming only a division or trade name fails to properly identify the principal behind the contract.2American Bar Association. Avoiding Personal Liability for Entity-Specific Contracts
- Defining a term and never using it. Unused definitions clutter the document and suggest it was assembled from templates without careful review. An unused term that closely resembles one that is used can create false ambiguity.
- Assigning the same label to different parties across related documents. If a master agreement defines “Consultant” as one firm and a later addendum uses “Consultant” for a different firm without redefining it, the conflict can undermine the intended obligations.1LexisNexis. Restatement of the Law, Second, Contracts 201 – Whose Meaning Prevails
What a Defined Term Cannot Do
A label cannot change a party’s legal status by calling it something it isn’t. Writing “Independent Contractor” in a contract heading doesn’t make someone one if the working relationship looks like employment under federal or state tests. The Department of Labor applies a multi-factor economic reality test to worker classification, and the contract label is only one consideration, often not a persuasive one. Relying on a label alone to justify classifying workers as independent contractors can lead to back-pay liability, tax penalties, and regulatory audits. The same point applies to terms like “gift,” “loan,” or “licensee”: if the substance of the arrangement doesn’t match the label, the label loses.