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.
Just a note to thank you for this resource. My wife sees me reading your style manual as though it’s a Grisham novel and thinks I’m nuts. Convoluted contract language has always aggravated me but conventions, traditions and legends (and some bosses) made me reluctant to leave out language and terms that seemed superfluous, but purportedly made things clearer and more certain. Now, as a solo practitioner, I am free to modify my approach to drafting and your advice is invaluable.
Is the archaic and jargony “hereby” really necessary? If the title of the document is “License Agreement,” isn’t it obvious that the license is being granted by that document?
Denis: In this context, hereby isn’t archaic. Instead, it has long served to signal language of performance. Sure, it’s unlikely that omitting it would land anyone in court, but it would increase the likelihood of momentary miscues as readers parse the intended meaning. Ken
I hate to beat a dead horse, but why isn’t “grants” considered to be the language of performance? It seems to me that “hereby” and “grants” in the first example both serve the same function as “gave” does in the second example.