When you add verbiage to a contract provision not to change its meaning but to make it more emphatic, you’re indulging in “rhetorical emphasis.” Contract prose is better off without rhetorical emphasis, as contracts don’t serve to persuade.

I’ve mentioned rhetorical emphasis plenty over the years; go here for a listing of posts on the old AdamsDrafting blog that mention rhetorical emphasis. But additional examples come to mind sporadically. Today’s entry is strictly.

All strictly adds is a heavy-breathing, finger-wagging tone. Get rid of it. Usually all that’s required is surgical extraction, but in some cases it would be appropriate to use instead only.

Here are some examples culled from the SEC’s EDGAR system, with my recommended changes:

Credit Parties hereby agree and acknowledge that the Credit Parties are expected to strictly comply with their duties, obligations and agreements under the Loan Agreement and the other Loan Documents.

The Company guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the Notes … .

This Note shall be governed, construed and interpreted strictly in accordance with the laws of the State of Nevada.

The Participant shall, however, not be in default under this Section 5 (a) solely by virtue of the Participant holding, strictly [read only] for portfolio purposes and as a passive investor, no more than … .

I’d place rhetorical emphasis pretty low down on the list of problems afflicting contract prose. But use of strictly and other rhetorical fluff are a sign of lack of discipline.

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.

2 thoughts on ““Strictly””

  1. Ken says:  … contracts don’t serve to persuade.

    That’s too categorical a statement, Ken.  (We’ve had this discussion before, I think.)

    I can think of several occasions when I’ve had to deal with a counterparty that (i) had signed a contract, but then later, for whatever reason(s), (ii) didn’t want to honor its obligations, or wanted to do a half-baked job of same. In that situation, you have to try to persuade the other side’s decision makers. Rhetorical emphasis in the contract document itself might help. 

    And in litigation, rhetorical emphasis can be useful to quote in a brief, or to a jury. 

    That said, when to use rhetorical emphasis is a judgment call.  I agree with your deletions of the word “strictly” in your last three examples.

    • I guess the problem here is that you cannot measure “strictly”. How much is that? “Only” on the other hand is something over the meaning of which you cannot have a debate. In other news, if you have to persuade someone to fulfill their obligations, you have a bad contract to begin with full of vagueness.


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