Certification Language: When Routine Wording Creates Real Exposure
Certification language continues to be one of the more subtle but persistent drivers of professional liability exposure. In most cases, these statements are made in the ordinary course of a project, often in connection with payment applications, lender requests or project closeout. At the time, they rarely feel consequential.
The issue, however, is how that language is interpreted later if a dispute arises.
Phrases such as “in compliance,” “free from defect” or “in accordance with all requirements” are often intended to reflect a professional opinion based on the information available at a given point in time. In litigation, those same words are frequently reframed as absolute assurances that the work meets a defined outcome.
That distinction matters. Professional liability policies are structured to respond to negligence. They are not intended to cover guarantees of performance or contractual obligations that go beyond the standard of care. When certification language crosses that line, it can create exposure that was never intended or priced into the risk. It is also important to note that the policy contains an exclusion for this type of situation:
The policy does not apply to any claim based on or arising out of liability assumed by any insured under any contract or agreement unless such liability would have attached to an insured even in the absence of that contract or agreement.
Claim Example
The alleged damages included costs to investigate the condition, perform corrective structural repairs, remove and replace affected work, address schedule delays, and reimburse additional consultant and contractor charges associated with the remediation effort. Although the root cause was related to construction, the certification language was used to argue that the engineer had effectively guaranteed the work. The engineer ultimately incurred significant defense costs before the matter was resolved through mediation, despite having limited involvement in the underlying issue.
What We Recommend
- Use qualified language such as “to the best of our knowledge, information and belief.”
- Avoid certifying matters outside your control, particularly construction quality or field conditions.
- Review lender and owner forms carefully, as they often include broader language than standard agreements.
- Ensure certification obligations align with the professional standard of care.
Safer Approach
Where certification language is required, design professionals should try to frame the statement as a professional opinion rather than a guarantee. The language should make clear that the certification is based on the professional’s limited scope of services, observations made during site visits, information provided by others and the standard of care applicable to the discipline. This helps preserve the distinction between professional judgment and responsibility for construction means, methods, sequencing or workmanship.
Language To Watch For
- Statements that the work is “complete,” “correct” or “free from defect”
- Certifications that reference “all applicable laws, codes and regulations” without qualification
- Forms requiring the professional to certify contractor performance or construction quality
- Language that eliminates reliance on information supplied by the owner, contractor or other consultants
- Certifications tied to payment, occupancy, substantial completion or lender funding without clear limits
The practical takeaway is not that certifications should never be provided. In many projects, they are unavoidable. The key is to slow down before signing, confirm the certification matches the professional’s actual role and revise broad wording where possible so the statement reflects what the professional can reasonably know and control.
Bottom line: Certification language is easy to overlook, but it is frequently revisited in claims. Keeping it grounded in professional judgment can help prevent it from being used later as evidence of a guarantee.
