“Complete and Accurate”

In a recent post I suggested that accurate is a “less dopey” alternative to true and correct. (Yes, I know, I too thought that an impressive turn of phrase.)

That led a reader to suggest to me that complete and accurate is preferable to accurate. Presumably he had in mind that if you give me a list, the items on that list might be accurate, but some items might be missing, meaning that the list is accurate but incomplete.

But after thinking about this distinction, I’ll continue to aim to do without complete and accurate.

For one thing, when you consider in isolation a given set of data, it’s inconceivable that it could be accurate yet incomplete. For example, it’s hard to imagine Acme’s claiming that a database that contains names of only half the customers is accurate because the information provided for each of those customers is accurate.

So you could dispense with complete:

Excelsior shall maintain complete and accurate books of account.

The Servicer shall hold maintain complete and accurate records pertaining to each Contract to enable it to comply with the terms of this agreement.

The only time that accurate wouldn’t also encompass complete is if the provision in question seeks to confirm that the data in question satisfy some requirement stated in the agreement:

All information that Acme has furnished to Widgetco in accordance with section 5 is accurate and complete.

But more to the point, section 5 presumably states Acme is required to provide Widgetco with certain information. I think it’s more economical to address adequacy of that information by referring to Acme’s compliance with section 5:

Acme has complied with its obligations under section 5.

In fact, as a general matter you should be able do without accurate and complete. For example, instead of saying (forgive the gross oversimplification) “Acme shall maintain an accurate database containing the following customer information,” I’d say “Acme shall maintain a database listing for all customers the following information.” Inherent in that obligation is the requirement that the information be accurate, even if you don’t use the word accurate.

Now the last thing you’d want to do is eliminate complete from complete and accurate and then find yourself in a fight over whether accurate is in fact as comprehensive as you think it is. So first determine whether a given provision would be clearer and more direct without complete and accurate. If you need to retain it, then you may want to retain the entire phrase. Unlike some other redundant synonyms, the only downside to complete and accurate is a couple of unnecessary words. That’s a small price to pay for not risking a fight.

But here’s one context where I might put my foot down and say get rid of the entire phrase. When you’re referring to copies of something, you could safely do without both accurate and complete. After all, copy means “a full reproduction.” If I give you a photocopy of Acme’s certificate of incorporation but omit page 6, I’d be hard pressed to claim that I had in fact given you a copy. If that makes you nervous, it would make more sense to retain complete and dispense with accurate. But in this context I’m willing to do without both complete and accurate.

[I revised this post at 9:39AM Feb. 25, 2008, to reflect 10803’s comment.]

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 ““Complete and Accurate””

  1. > When you consider in isolation a given set of data, it’s inconceivable that it could be accurate yet incomplete.

    At first I thought “that makes sense,” but on further reflection I’m not sure accurate is generally understood to encompass complete. Remember the old joke about the balloonist lost in the fog who descends to near-ground level and hollers down to a pedestrian, “where am I?” whereupon the pedestrian shouts back “You’re in a balloon.”

  2. I also think you’re giving parties too much credit. I have no doubt that the first response I would get from the database vendor is “hey, every entry in that database is accurate, it’s not my fault something is missing.” Sure, I might win at trial, but that’s not the goal of a contract, or at least not my goal anyway. My goal is to preempt as many disputes as possible and I don’t think being (arguably) technically right on this point is going to further the goal of getting a complete and accurate database without fighting about whether it was complete (with errors) or accurate (with omissions).

    Also, the two concepts go hand-in-hand in other contexts… Think about 10(b)(5) liability. The securities laws care not only that everything you’ve said is accurate but that you also haven’t failed to disclose anything that would be material (i.e., accurate and complete).


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