'Best' And 'All Reasonable' Endeavours

Contracting parties will often try to limit or qualify the extent of their obligation by making it subject to "reasonable endeavours", "all reasonable endeavours" or "best endeavours". Absent such wording, performance of the obligation will be absolute and any failure to achieve the intended objective will result in a breach of contract.

What each of these three phrases means in practice, and the extent to which they can limit an obligation, has long been considered by the courts – most recently by the Court of Appeal in the case of Jet2.com Limited v Blackpool Airport Limited.

This latest decision underlines the critical importance of drafting clear and sufficiently specified objective criteria upon which to assess whether a party's endeavours were in fact adequate, to ensure the commitment is to be legally enforceable.

In this case, the Court of Appeal considered a dispute between Jet2.com and Blackpool Airport over the legal effect of clauses requiring the exercise of "best" and "all reasonable" endeavours.

Both parties were to cooperate together and use their best endeavours to promote Jet2.com's low cost services. Blackpool Airport was also required to use all reasonable endeavours to provide a cost base that would facilitate Jet2.com's low cost pricing.

Key points:

Courts will generally be minded to hold an obligation to use best endeavours as enforceable – unless the purpose intended to be achieved by the endeavours is too vague or no criteria has been provided to allow for the assessment of whether best endeavours have been or can be used. Agreeing to use best...