“Know All Men by These Presents”

Sometimes you just have to laugh. Or cry.

In my current guise as soon-to-be-globetrotting contract nerd, I was looking at a contract from the Philippines. The first thing I saw below the title and above the introductory clause was this:

KNOW ALL MEN BY THESE PRESENTS:

“WTF!,” says I.

I immediately turned to the SEC’s Edgar system, which told me that the phrase is included in 224 “material contracts” filed in the past year. In other words, you don’t see it every day, but it’s no rarity.

It occurs in bills of sale, instruments of assignment, releases, deeds, powers of attorney, stock powers, and the like, in other words short documents, usually signed by one party, that consist largely or entirely of language of performance, with the signatory giving something to someone. It means, presumably, “Let the following be known.” Here’s a stock power that uses the phrase:

KNOW ALL MEN BY THESE PRESENTS, That the undersigned, For Value Received, has bargained, sold, assigned and transferred and by these presents does bargain, sell, assign and transfer unto Helix Energy Solutions Group, Inc., a Minnesota corporation (the “Company”), the Shares transferred pursuant to the Restricted Stock Award Agreement dated effective Date, between the Company and the undersigned; and subject to and in accordance with such Restricted Stock Award Agreement the undersigned does hereby constitute and appoint the Secretary of the Company the undersigned’s true and lawful attorney, IRREVOCABLY, to sell assign, transfer, hypothecate, pledge and make over all or any part of such Shares and for that purpose to make and execute all necessary acts of assignment and transfer thereof, and to substitute one or more persons with like full power, hereby ratifying and confirming all that said attorney or his substitutes shall lawfully do by virtue hereof.

But you also find the phrase used in documents signed by both sides to the transaction—in other words, contracts—as in my example from the Philippines. Here’s an example from an “assignment of term overriding royalty interests”:

KNOW ALL MEN BY THESE PRESENTS THAT:

This ASSIGNMENT OF TERM OVERRIDING ROYALTY INTERESTS (this ” Assignment “) from Chesapeake EP Holding Corporation, an Oklahoma corporation, with offices at 6100 North Western Avenue, Oklahoma City, OK 73118 (“Assignor”), to Chesapeake Granite Wash Trust (the ” Trust ” or the “Assignee”), a statutory trust formed under the laws of the State of Delaware, with offices at c/o The Bank of New York Mellon Trust Company, N.A., Institutional Trust Services, 919 Congress Avenue, Suite 500, Austin, Texas 78701, is delivered to be effective as of 12:01 a.m., Central Time, July 1, 2011 (the “Effective Time”). Assignor and Assignee are sometimes referred to herein individually as a “Party” and collectively as “Parties.”

And here’s an example from what is described as a “deed of trust, security agreement, financing statement and assignment of production”:

KNOW ALL MEN BY THESE PRESENTS: That the undersigned LUCAS ENERGY, INC.,  a Nevada corporation, acting herein by and through its proper officers who have heretofore been duly authorized, and with its principal office located at 3555 Timmons Lane, Suite 1550, Houston, Texas 77027, (“Mortgagor”), and NORDIC OIL USA 1, LLLP, a Delaware limited liability partnership, whose principal office located at 3887 Pacific Street, Las Vegas, Nevada 89121 (“Mortgagee”), hereby agree as follows:

KNOW ALL MEN BY THESE PRESENTS is beyond fatuous. Aside from its oddball components—all caps, “men,” “presents”—it’s entirely pointless. Anyone who uses it is proclaiming, loud and clear, “I’m an unregenerate dinosaur! Stop me before I draft again!”

[Update: I enjoyed Ray Ward’s musings on the “presents” part of the phrase; go here.]

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.