Corporate & Securities Law

?Complete and Accurate?

By Ken Adams

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 do without complete and accurate. Here’s why:

When you consider in isolation a given set of data, it’s inconceivable that it could be accurate yet incomplete. Dispense with complete:

Acme 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.

Indeed, 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. But if that makes you nervous, then I’d retain complete and dispense with accurate:

Acme has previously delivered to Widgetco a complete and accurate copy of Acme’s articles of incorporation and bylaws as in effect on the date 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.

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.

So that’s why I think I can do without complete and accurate.

Full post as published by AdamsDrafting on February 23, 2008 (boomark / email).