Here’s another entry in the rhetorical-emphasis hall of shame—in all respects. Here’s an example:
This agreement is in all respects governed by Minnesota law.
By omitting in all respects you lose nothing except surplus words. The same goes for in all material respects—use instead materially, but remember that it’s ambiguous. (For more on that, see chapter 8 of the second edition of MSCD or the third article in this periodical.)
I dunno, Ken – surplus words can be useful against the kind of black-really-means-white arguments that litigation counsel can be so shameless in putting forward.
A great example is the LaPoint case that you just blogged about, where the defense lawyers argued that no less than twenty business days really meant no more than twenty business days. I regularly I’ve seen the same sort of thing in my former life.
And judges let lawyers get away with this [nonsense]. In the LaPoint case, I was disappointed but not surprised that Chancellor Chandler didn’t roast the defense counsel for making their more-really-means-less argument.
So if a contract drafter wants to leave no room for doubt by including what normal people might think of as surplus words, I can certainly sympathize.
D.C.: LaPoint involved a different problem. And I think that the provision at issue in that case probably should have said “no more,” so the defense lawyers would have been remiss if they hadn’t made that argument.
But more to the point, my contract-language-as-software-code analogy doesn’t leave room for rhetorical emphasis, except when negotiations call for a bit of theater.
Ken