Recently, I noticed that a contract made it a condition to delivering notice that it be sent by (among other options) “reliable overnight delivery service”. Let’s consider the implications of “reliable”.
Imagine that the contract required Acme to notify Widgetco if any widgets exploded. A widget exploded, so Acme sent a notice by Reliable Courier, Inc., for delivery the next day. But for whatever reason, the notice was delivered one day late, so Widgetco sued Acme for breach of Acme’s obligation to notify Widgetco. If I were Acme, I’d say to Widgetco, “You could have imposed on Acme an obligation to deliver notices overnight. Instead, you required that we use a reliable service. Nothing about ‘reliable’ connotes perfection. Sh*t happens. So stuff your claim!”
This encounter with reliable had me don my extravehicular-activity suit and venture to EDGAR. I found the following:
- reasonably reliable
- reliable in all material respects
- as [a named nonparty] deems reliable
- that [a party] believes [, after reasonable inquiry,] to be reliable
Existence of reasonably reliable is a good argument for reliable not connoting perfection. But my general observation is that reliable is unreliable. Instead of worrying whether something is reliable, instead make someone liable if there comes to pass whatever the reliability was intended to prevent.
Here’s my slogan for that: ReLiable!
And then we see “nationally recognized overnight couriers” in other contracts. There’s no mention of whether they’re recognized for their timely deliveries or for something else.
There’s no end to the half-assery of the traditional notices provision.
Ken:
I’ve seen reliable in other contexts, like information quality. There, I treat it as having the same benefits and detriments as the word reasonable.
Chris