Obligations set out in a contract are normally absolute and failure to satisfy an obligation will be a breach of contract. The parties to a contract may therefore want to qualify an obligation by only agreeing to ‘try’ to achieve it. This is where ‘endeavours’ clauses are commonly used.
As lawyers we see all sorts of these clauses and often advise our clients on whether they should accept them, but unfortunately we cannot say with certainty what the terms ‘reasonable’, ‘all reasonable’ and ‘best’ endeavours actually mean. When looking at them, the courts will look at the circumstances. They will apply different meanings of ‘endeavours’ depending on the background and the obligations to be given under the contract.
Nevertheless, it is sensible to be careful when agreeing this type of clause as the parties may believe that the term used means something quite different to its true meaning. We will therefore look at each term in turn.
Reasonable endeavours is the least onerous obligation. If there is more than one course of action, the party can normally choose which one to take. The party may be obliged to incur some cost or commence litigation when fulfilling this obligation, but can have regard to its own commercial interests including the cost, their reputation and the likely chance of success when deciding which route to take.
Best endeavours is the most onerous obligation. Although acting with best endeavours is not an absolute obligation to do something and does not require a party to incur costs which will result in financial ruin or to commence litigation which is bound to fail, it may involve taking steps which are commercially unreasonable and could involve significant costs.
All reasonable endeavours is generally less onerous than best endeavours but more onerous than reasonable endeavours.
The meaning given to an endeavours clause will be very case specific and therefore may vary from contract to contract. If you require advice on endeavours clauses, please contact us on 01242 514000.
If you require any assistance or guidance, get in touch with our experts. We’d be delighted to help.
Disclaimer: All legal information is correct at the time of publication but please be aware that laws may change over time. This article contains general legal information but should not be relied upon as legal advice. Please seek professional legal advice about your specific situation - contact us; we’d be delighted to help.
Share buybacks are an effective and popular mechanism that allows companies to purchase their own shares. However, the process is not without complexity. The Companies Act 2006 sets out clear…
Initial changes to company law – including the biggest changes to Companies House since it began – have started to take effect. Here, our corporate & commercial team highlight the…
Earlier this year we reported on the register of overseas entities, which was created under the Economic Crime (Transparency and Enforcement) Act 2022. This move formed part of a significant…
By clicking Accept you are agreeing to the use of all cookies which will allow us to provide you with the most relevant experience when visiting or re-visiting this website. This means that your personal preferences will be remembered when you use this website. You can change your consent or choose specific settings by clicking "Cookie Settings". By clicking "Reject All" we will not use any non-essential cookies. Essential cookies will still be used for the website to function properly. Please see our cookie policy and privacy notice for more information about how we process your personal data.
Our website uses cookies to improve your experience while you navigate through our website. Out of these cookies, the cookies that are categorised as necessary are stored on your browser as they are essential for the working of basic functionalities of the website. We also use third-party cookies that help us analyse and understand how you use our website. These cookies will be stored in your browser only with your consent. You also have the option to opt-out of these cookies but it may affect your browsing experience on our website. You can find our cookie policy here.
Necessary cookies are absolutely essential for our website to function and enable core functionality such as security and accessibility. These cookies do not store any personal information. You can block these cookies by changing your browser settings, but this may affect how the website functions.
Functional cookies help to perform certain functionalities like sharing the content of the website on social media platforms, collect feedbacks, and other third-party features.
Cookie
Duration
Description
__cf_bm
30 minutes
This cookie, set by Cloudflare, is used to support Cloudflare Bot Management.
mgref
1 year
This cookie is set by Eventbrite to deliver content tailored to the end user's interests and improve content creation. It is also used for event-booking purposes.
yt-player-headers-readable
never
The yt-player-headers-readable cookie is used by YouTube to store user preferences related to video playback and interface, enhancing the user's viewing experience.
yt-remote-cast-installed
session
The yt-remote-cast-installed cookie is used to store the user's video player preferences using embedded YouTube video.
yt-remote-connected-devices
never
YouTube sets this cookie to store the user's video preferences using embedded YouTube videos.
yt-remote-device-id
never
YouTube sets this cookie to store the user's video preferences using embedded YouTube videos.
yt-remote-fast-check-period
session
The yt-remote-fast-check-period cookie is used by YouTube to store the user's video player preferences for embedded YouTube videos.
yt-remote-session-app
session
The yt-remote-session-app cookie is used by YouTube to store user preferences and information about the interface of the embedded YouTube video player.
yt-remote-session-name
session
The yt-remote-session-name cookie is used by YouTube to store the user's video player preferences using embedded YouTube video.
ytidb::LAST_RESULT_ENTRY_KEY
never
The cookie ytidb::LAST_RESULT_ENTRY_KEY is used by YouTube to store the last search result entry that was clicked by the user. This information is used to improve the user experience by providing more relevant search results in the future.
Performance cookies are used to understand and analyze the key performance indexes of the website which helps in delivering a better user experience for the visitors.
Analytical cookies are used to understand how visitors interact with the website. These cookies help provide information on metrics the number of visitors, bounce rate, traffic source, etc.
Cookie
Duration
Description
_ga
2 years
The _ga cookie, installed by Google Analytics, calculates visitor, session and campaign data and also keeps track of site usage for the site's analytics report. The cookie stores information anonymously and assigns a randomly generated number to recognize unique visitors.
_gat
1 minute
This cookie is installed by Google Universal Analytics to restrain request rate and thus limit the collection of data on high traffic sites.
_gid
1 day
Installed by Google Analytics, _gid cookie stores information on how visitors use a website, while also creating an analytics report of the website's performance. Some of the data that are collected include the number of visitors, their source, and the pages they visit anonymously.
_s
1 year
This cookie is associated with Shopify's analytics suite.
G
1 year
Cookie used to facilitate the translation into the preferred language of the visitor.
vuid
2 years
Vimeo installs this cookie to collect tracking information by setting a unique ID to embed videos to the website.
Advertisement cookies are used to provide visitors with relevant ads and marketing campaigns. These cookies track visitors across websites and collect information to provide customized ads.
Cookie
Duration
Description
VISITOR_INFO1_LIVE
6 months
YouTube sets this cookie to measure bandwidth, determining whether the user gets the new or old player interface.
VISITOR_PRIVACY_METADATA
6 months
YouTube sets this cookie to store the user's cookie consent state for the current domain.
YSC
session
Youtube sets this cookie to track the views of embedded videos on Youtube pages.