“Hereby Binds Itself To”

It’s been a long time since I’ve offered you an effed-up way to impose an obligation on the subject of a sentence. With that in mind, I now proudly present *drum roll* hereby binds itself to!

Mostly, hereby binds itself to is used as a needless variant of hereby assumes all obligations under, or some such. But here are some examples from EDGAR where it’s used to express an obligation:

If any Subcontractor fails to perform any portion of the Work as such Work is required to be performed in accordance with this Agreement , Contractor is responsible therefor and hereby binds itself to promptly and diligently correct such failure in accordance with this Agreement , at no cost or expense to Owner.

The Borrower hereby binds itself to pay any costs of collection and attorney’s fees in the case of default in the timely payment of this Promissory Note.

Each Stockholder hereby binds itself to vote its shares of Common Stock for, or give its written consent to, the election of the candidates designated by the Founding Stockholders and the New Stockholders as set forth in Section 2.2(a) and in conformance with the By-laws of the Corporation.

Instead of this misbegotten language of performance, just use shall.

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.

2 thoughts on ““Hereby Binds Itself To””

  1. You’re poking this hound with a stick again. The fact that all the synonyms for ‘shall’ are language of performance is a clue that so is ‘shall’. That’s not to say that ‘shall’ is not language of obligation, but rather that language of obligation is a subset of language of performance. ‘Acme shall’ means ‘Acme hereby takes on a duty to’. The problem with all the alternatives to ‘shall’ is not that they’re performatives and ‘shall’ isn’t, but that the variants do the job less concisely. And if we’re mopping up all needless variants of ‘shall’, let’s get rid of ‘hereby assumes all obligations under’ in favor of ‘shall perform all [of Acme’s] obligations under’. Have fun in Chile!


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