Best endeavors
| Best endeavors |
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| See also |
Best endeavors (best efforts) are the obligation to use all efforts necessary to fulfill requirements of the contract. The phrase can be found in many contracts that define the quality of work that should be done. Best endeavors are more strict than reasonable endeavors.
The party of the contract should take every reasonable effort to achieve the desired objective. In case of reasonable endeavors it takes usually on single course of action, when in best endeavors - all of them. It is very important to describe obligations in the contract precisely. Not precise description often ends in court. The next level of quality are all reasonable endeavors, which require not only taking all the actions, but also taking them multiple times if it is reasonable[1].
The concept of the best or reasonable endeavours in a contractual context is one that is burdened with uncertainty and lack of clarity jurisdictions. The concept of what constitutes the best endeavours will always carry a certain degree of subjectivity. So there remains the question of speculation about the degree which party is able to enforce the commitment it brings with it requirement of best endeavours[2].
Reasonable Endeavours
Obligations imposed by the term reasonable endeavours are "significantly smaller than imposed by "best efforts" and can be met by a "fair trial" of the obligated party. If the company can show any practical, financial or other business inconvenience in the proceedings obligation may justify their failure to take positive action, as well as probability or lack his luck. Any disadvantage of the debtor seems to justify omission to take positive action[3].
In order to ensure the enforceability of reasonable effort, the parties should take into account criteria in the contract clearly specifying what the parties must do to meet their reasonable endeavours responsibilities. Without these objective criteria, a clause may not be feasible because of the uncertainty it may have be too difficult to decide what is reasonable and unreasonable in the area in which the parties may have different views and no assessment criteria by a third party under the circumstances, what amounts to reasonable endeavours[4].
All Reasonable Endeavours
All reasonable efforts are accepted as imposing the obligation halfway between a reasonable and best endeavours. Although it does not impose as arduous an obligation as best endeavours, it does requires that the party in question spends more than just a minimal effort to fulfill its own responsibility, but the debtor is not obliged to take all of these steps to reach out desired result[5].
Footnotes
References
- Cortney. G. S. (2000), Economic Loss: Commercial Contract Law Lives, Wm. Mitchell L. Rev., 27, 417.
- O`Riordan J. (2014), Best Endeavours - Dillon Eustace, Dillon Eustace, Dublin
- Smit J. (2015), Brief encounters in the realms of best Endeavours, Werksmans Attorneys, Johannesburg
- Sumroy R. (2007), Best endeavours v. reasonable endeavours whay do they mean?, Slaughter and May, London
Author: Wojciech Ślusarczyk
