The following Commercial practice note provides comprehensive and up to date legal information covering:
This Practice Note considers the terms ‘best endeavours’, ‘all reasonable endeavours’ and ‘reasonable endeavours’ that are frequently used in commercial agreements.
Contracting parties usually have a polarised approach to ‘endeavours’ terms, with one party seeking to impose the most onerous form of the obligation on the other party, and the other party trying to resist it. The final position is usually reached following considerable negotiation and often represents a compromise where one party has argued that it is not reasonable for it to be placed under an absolute obligation.
This Practice Note considers the relevant case law and the meanings that have been given to the terms:
all reasonable endeavours, and
It also provides guidance for commercial lawyers to consider when drafting and negotiating such obligations. See: Drafting endeavours clauses below.
The most onerous obligation which can be imposed in an agreement is an absolute obligation to do something. An example would be ‘the Seller will deliver the goods’, which will be breached if the obligation is not performed regardless of the reason (subject to other terms which may excuse performance, such as force majeure). Similarly, an obligation to ‘procure’ that something is done creates an absolute obligation on a party to make sure that it happens (Nearfield Ltd v Lincoln Nominees Ltd).
However, an absolute obligation may not be
**Trials are provided to all LexisPSL and LexisLibrary content, excluding Practice Compliance, Practice Management and Risk and Compliance, subscription packages are tailored to your specific needs. To discuss trialling these LexisPSL services please email customer service via our online form. Free trials are only available to individuals based in the UK. We may terminate this trial at any time or decide not to give a trial, for any reason. Trial includes one question to LexisAsk during the length of the trial.
To view the latest version of this document and thousands of others like it, sign-in to LexisPSL or register for a free trial.
Existing user? Sign-in
Take a free trial
This Practice Note provides guidance on the interpretation and application of the relevant provisions of the CPR. Depending on the court in which your matter is proceeding, you may also need to be mindful of additional provisions—see further below.You should also consider if the proceedings will be
The principles of the notarial act are that it is:•an act of the notary and not of the parties named in the document•a record of a fact, event or transaction•in the form of a document, notwithstanding the form of the underlying document, fact, event or transactionThe purpose of the notarial act is
Who is a fiduciary?There is no comprehensive list of the relationships which give rise to the existence of fiduciary duties under common law. Some relationships are automatically fiduciary, eg those between trustee and beneficiary, solicitor and client, principal and agent, business partner and
Company directors are not, by virtue only of their office as director, automatically entitled under company law to remuneration for services as a director or to reimbursement of expenses incurred in rendering such services. Power to pay directors remuneration for their services will need to be
0330 161 1234
To view our latest legal guidance content,sign-in to Lexis®PSL or register for a free trial.