In MSCD (13.37–38) I briefly discuss “rhetorical emphasis”—adding verbiage to a provision not to change its meaning but to make it more emphatic. I suggest in MSCD that as a general matter you’re best off dispensing with rhetorical emphasis—the function of drafting is to state rules rather than convince anyone of anything. Nevertheless, one or more parties might feel more secure adding rhetorical emphasis to a particularly sensitive provision to show that they really, really mean it.
In MSCD 13.37 I give as examples of rhetorical emphasis whatsoever (including any manner whatsoever) and of any kind. (I also give as an example in its sole discretion, but I’ve since determined that that’s an entirely different can of worms; I’ll be doing a blog post on that issue sometime soon.)
Nowadays I amuse myself by keeping an eye open for additional examples of rhetorical emphasis. Here are a few, with the rhetorical emphasis (and any alternative language) in brackets:
- The Consultant will be [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.
The Depositary will [under no circumstances] [read not] be liable for any incidental, indirect, special, consequential, or punitive damages.
The Escrow Agent will [at no time] [read not] acquire any ownership interest in the Offering Proceeds.
This agreement will become effective [if and] only if Acme issues the Shares before the Termination Date.
If you know of any other examples, I’d be pleased to add them to my collection.