“Is Pleased To”

For some kinds of contracts—mostly where there’s a disparity of bargaining power—some companies prefer using the first person (we, us, our) to refer to themselves and the second person (you, your) to refer to the other guy.

Going that route has implications. For one thing, it wouldn’t make sense to use shall in such contracts. I wrote about that way back in 2006, in this post.

I now offer you another implication. How should you express language of performance in such contracts? Using hereby might strike an odd note. Today I saw an alternative—is pleased to. Here are some examples from EDGAR:

HARTE HANKS, INC. (the “Company”), is pleased to grant you, as an inducement material to your entry into employment with the Company, a stock option (the “Option”) to purchase all or any part of a number of shares of Stock (as defined below), subject to the terms and conditions set forth in this Non-Qualified Stock Option Agreement (this “Agreement”).

KeyBank is pleased to provide its commitment for the entire amount of the Facility (the “Commitment”).

In connection with the foregoing, (a)(i) each of Bank of America and Wells Fargo Bank is pleased to advise you of its several commitment to provide 60% and 40% of Tranche A of the Bridge Facility respectively,

KraneShares Trust (the “Trust”), on behalf of its various series portfolios (the “Funds”), is pleased to retain Quain Compliance Consulting, LLC (“QCC”) for the purposes of providing the services of Michael Quain (“Quain”) as the Chief Compliance Officer for the Funds, subject to the terms set forth below.

What say you?

By the way, if you’re appointing someone to something, I think it’s appropriate to have that person accept the appointment. If you’re in a no-hereby world, here’s what I’d do:

By signing this agreement, you accept that appointment.

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.