It’s time for another installment of your favorite game, Which category of contract language?
Here’s a cleaned-up version of something I just saw in a contract:
The Consultant may rely on the accuracy and completeness of all information provided by the Client.
I suggest that language of discretion doesn’t make sense. Without this provision, would the Client have a remedy if the Consultant were to rely on that information? No—the issue isn’t discretion. Instead, what we’re dealing with here is risk allocation.
So instead of using language of discretion, I would use language of declaration:
The Client states that all information that it provides to the Consultant will be sufficiently accurate and complete to permit the Consultant to provide the Services.
But I’m open to other ideas.
[Updated April 1, 2015: May the drafting gods have mercy on my soul—my language-of-declaration idea is utterly f*ed up, pardon my French. Maybe it would be fine if it were referring to information previously delivered, but it won’t work for information not yet delivered, as it doesn’t make sense to have a statement of fact relating to future information. The only way to handle that would be in an obligation. I will do penance by crawling home from Nashville on my knees.]