“Hereby Grants” or “Hereby Grants To”?

Warning: grammar nerdiness ahead.

In license agreements I see the following two alternative constructions:

Acme hereby grants Widgetco a license to …

Acme hereby grants to Widgetco a license to …

The second alternative represents the inferior choice. Consider the following sentences:

I gave John a book.

I gave a book to John.

*I gave to John a book.

The first sentence matches the structure of Acme hereby grants Widgetco a license to … For any grammar junkies among us, it’s a ditransitive clause, with a direct and indirect object. The second sentence, by contrast, is a monotransitive clause—it has just one object—plus a prepositional phrase using to. See The Cambridge Grammar of the English Language 248 (2002).

When you use a monotransitive structure, the prepositional phrase conventionally comes at the end. If you have a simple direct object, it sounds odd to put the prepositional phrase before the direct object, as in the third sentence.

But if the direct object is lengthy, that can preclude putting the prepositional phrase after the direct object. That would be the case with a direct object beginning a license to …  Your only choice would be to put the prepositional phrase before the direct object, as in Acme hereby grants to Widgetco a license to … But not only is the to oddly positioned, it’s also superfluous, as without it you’d have a conventional ditransitive structure—Acme hereby grants Widgetco a license to … That’s why the ditransitive structure is your best alternative.

Why am I bothering with this? Because I want to be able to offer a reasoned basis for selecting among alternative usages, no matter how modest the difference between them.

Note that this post applies to other verbs, including to pay, and applies to other categories of contract language in addition to language of performance.

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.