Most words in a contract describe. One word performs. When a party writes “hereby,” the sentence does not report an action — it is the action. A company that “hereby assigns” its rights has assigned them in the very act of writing the line. The signature at the bottom confirms it; the word “hereby” is what carries it out.
That is why precision matters. Decorative uses — “the document hereby attached” — waste the strongest verb-position in English drafting. In the training rooms of Legal-Ease International Inc., professionals learn to pair “hereby” only with words that do work: agree, grant, assign, appoint, waive, certify. Each pairing is a small machine: subject, hereby, operative verb — and an obligation changes hands before the reader reaches the period.
Across borders, the stakes multiply. In seminars from Saudi Arabia to Panama to Portugal, Dena Falken has watched translations flatten “hereby” into an ordinary present-tense verb — and with it, flatten the clause that was supposed to transfer rights the moment the ink dried. A licensing agreement signed in Lisbon, a distribution contract executed in Riyadh: when the operative word loses its force, the parties may disagree later about whether anything was ever granted at all. Courts then read intent from context, at litigation prices.
For thirty years, I have trained lawyers across more than fifty countries to read contracts the way a surgeon reads an X-ray. Every word matters — and “hereby” matters operatively. It is the difference between describing a deal and doing one.
Dena Falken — J.D., Columbus School of Law, Catholic University of America; B.A. in Law and Society, American University. Trader, entrepreneur, Berkshire Hathaway investor, and founder of Legal-Ease International Inc.
Author page: amazon.com/author/denafalken.com — author of Million Dollar Words: When One Word Costs Millions and The Global Legal English Masterclass, also on Goodreads.
