Topic of interest

摘要

The terms "best endeavours" and "reasonable endeavours" are commonly used in commercial contracts to identify the standard by which a contractual obligation is to be performed. A intuitive interpretation of the words "best" and "reasonable" may suggest that they represent a different standard. However, since the 1980s, Australian courts have held that there is no substantive difference between the two phrases where they are applied to an obligation upon a party to apply endeavours to perform or procure an action or result. Put simply, the courts have held that to comply with an obligation to use either best or reasonable endeavours means that a party must do what is reasonable in the circumstances to achieve the contractual objective. In order to provide clarity to contracting parties and avoid potential dispute in relation to an endeavours obligation, parties are advised to consider the practical requirements of the obligation to ensure that these reflect their intentions.