A feature of traditional contract drafting is adding to provisions that already express the desired meaning usages that serve only to say, And we really mean it! I refer to that as “rhetorical emphasis.”
Recently I came upon such usage, in any way. I decided it was high time that I compile a list; you’ll find it below, with an example accompanying each usage. Can you think of other such usages?
Redundancy could be considered rhetorical emphasis, but if I started adding unless and until, each and every, any and all, and the like to the list, it would become long and not particularly helpful. So I limited the list to words and phrases that when considered on their own constitute rhetorical emphasis. Of course, they can be combined, as in wholly and fully and in any manner whatsoever.
And a word or phrase can constitute rhetorical emphasis in one context and serve a different function—legitimate or not so legitimate—in a different context. An example of that is the word absolutely. (You can expect a blog post soon about absolutely.)
The fix for rhetorical emphasis is either just deleting it or replacing it with something else. In some examples below I’ve noted how I’d replace the usage in question. In the other examples, you would just delete the rhetorical emphasis. I cheerfully acknowledge that it might be best to make other or additional changes, but that’s beyond the scope of this post.
Now, here’s the list:
absolutely: It is hereby especially emphasized that in any case, the Lessee must absolutely refrain from performing actions involving cooking and/or frying in the Leased Property …
at no time: The Escrow Agent will at no time [read not] acquire any ownership interest in the Offering Proceeds.
completely: … the Executive shall keep the terms of this agreement completely confidential …
fully: The Consultant is wholly and fully responsible for any taxes owed to any governmental authority with respect to any fees the Company pays the Consultant under section 4.
if and only if: This agreement will become effective if and only if [read only if] Acme issues the Shares before the Termination Date.
in all respects: This agreement is in all respects governed by Minnesota law.
in any manner: No benefit payable under the Plan is subject in any manner whatsoever to alienation, sale, transfer, assignment, pledge, attachment, or encumbrance of any kind.
in any way: … none of the Buyer Indemnitees will be liable in any way for any injury, loss, or damage arising out of any such entry that occurs to Seller or any of Seller ’s representatives under this agreement.
of any kind: No benefit payable under the Plan is subject in any manner whatsoever to alienation, sale, transfer, assignment, pledge, attachment, or encumbrance of any kind.
strictly: The Company guarantees payment of the Guaranteed Obligations strictly in accordance with the terms of this agreement and the Notes.
under no circumstances: The Depositary will under no circumstances [read not] be liable for any incidental, indirect, special, consequential, or punitive damages.
whatsoever: No Lender has any right of action whatsoever against the Administrative Agent.
wholly: The Consultant is wholly and fully responsible for any taxes owed to any governmental authority with respect to any fees the Company pays the Consultant under section 4.