Define: Sole Discretion
In a contract, sole discretion is a phrase giving one party the unilateral right to make a decision, judgment, or approval without needing the other party's consent, agreement, or objective justification. It signals that the decision maker's own judgment is final, subject only to any express contractual limits or the law governing the contract.
Legal accuracy standard set & glossary spot-checked by Imad Mohammed Nazar , Skadden-trained M&A lawyer, Legal Engineer at GenieAI
What Sole Discretion Means in a Contract
Sole discretion is a contractual phrase that grants one party the power to make a decision entirely on its own terms, without needing to consult, obtain approval from, or justify its reasoning to the other party. When a clause states that a party may act or decide something.
Relevant Circumstances
- Decision-making rights over business operations
- Discretionary power in financial decisions
- Control over human resource decisions
- Authority in project management decisions