“Is Unaware Of”

Is absence of knowledge the same thing as knowledge of absence?

Consider the following EDGARlicious example, followed by my variation:

… the Company is unaware of any facts that would form a reasonable basis for any such claim.

… to the Company’s knowledge, no facts exist that would form a reasonable basis for any such claim.

And these alternatives:

… Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years that could result in additional taxes becoming due and payable by Borrower.

… to Borrower’s knowledge, no claims or adjustments have been proposed for any of Borrower’s prior tax years that could result in additional taxes becoming due and payable by Borrower.

I suggest that each element of both pairs conveys the same meaning as the other element. That being the case, economy favors using knowledge whether you’re referring to presence or absence of knowledge, instead of using knowledge for the former and unaware for the latter. But I could be convinced otherwise.

(Regarding knowledge, see MSCD 13.364–75. I haven’t addressed it in a blog post.)

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.