Corporate & Securities Law

More Rhetorical Emphasis: ?Each and Every?

By Ken Adams

“Rhetorical emphasis” is the term I use to refer to a drafter’s not simply saying something, but saying it in a way that shows that they really, really, really mean it. The extra verbiage doesn’t affect meaning, and it’s best omitted.

Contracts contain no shortage of examples of rhetorical emphasis; you can find my previous posts on the subject by using the site’s search function. But every so often I’ll spot an example that’s new to me. Today, it’s each and every. I spotted it in the following toxic lead-in to a set of representations:

Each Contributor hereby makes the following representations, warranties and covenants (in each case on his or her own behalf and not on the part of or with respect to any other Contributor), each of which is material and being relied upon by the Operating Partnership, each and every one of which is true, correct, and complete, as of the date of this Agreement (unless they expressly provide for a future date), and will be true, correct, and complete as of the Closing Date.

I’d put each and every at the hectoring end of the rhetorical-emphasis spectrum. It’s redolent of sermons, sales pitches, and earnest political invective. Keep it out of contracts.

Full post as published by AdamsDrafting on July 25, 2010 (boomark / email).