Best reasonable efforts: Difference between revisions

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[[File:Coronavirus emoji.jpg|450px|center]]
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}}We are eternally grateful to Ms Van der Leyen and the magnificent [[legal eagle|legal eagles]] in the employ of Astrazeneca for making plain the torture we commercial lawyers endure  — torture of prose, patience, and common sense — in the process of birthing commercial legal agreements. They have, too, opened up a new face in the rock-face of epistemological doubt that besets all we learned friends. You would think, after all this the mountain was tamed, didn’t you? This is like a ''direttissima'', a previously hidden chute, a traverse of the gods, we hope, surely exit cracks leading to the summit of Mount Certainty and not a death bivouac.
}}We are eternally grateful to Ms Van der Leyen and the magnificent [[legal eagle|legal eagles]] in the employ of Astrazeneca for making plain the torture we commercial lawyers endure daily — torture of prose, patience, and common sense — as we quietly, diligently birth commercial legal agreements that shelter an ungrateful public from harm. No one banged pots for ''us''.


We have all heard of “[[best efforts]]”: you must pull out all the stops. It must be a blinder. You must leave everything on the pitch. We have all heard of “[[reasonable endeavours]]”. It is a softer commitment. It admits of weakness and human frailty, but at least requires a jolly good old go.  
They have, too, opened up a new face in the rock-face of [[Epistemology|epistemological]] doubt that besets my learned friends and I. You would think, after all this time, the mountain was tamed, wouldn’t you? Mostly it is — the pitch has a smooth, [[entropic]] flatness suitable only for skilfully tedious [[legal eagle]]s to nest in. So this is special: this is like finding a new, hitherto unseen ''direttissima''; a hidden chimney; a traverse of the gods. Exit cracks leading, we hope, to the summit of Mount Certainty and not a death bivouac.  


These seem different standards, with clear water between them. So what to make of mingling them? What is a best, reasonable effort? They seem to be different standards, with clear water between them. So what to make of ''mingling'' them? What is a “best, reasonable effort”? This is as [[Cunisian]] as one can be.
So what is this new face? We have all heard of “[[best efforts]]”: you must pull out all the stops. It must be a blinder. You must leave everything on the pitch.  


It's hard to follow, but the JC's old eyes grow dim. Our only thought is, why stop here? Once you have committed yourself to full blooded discombobulation, why not go the whole hog, throw in a triple negatives and all sorts of celery?
We have all heard of “[[reasonable endeavours]]”, too. That is a softer commitment. It admits of some mortal weakness and human frailty, but at least requires a jolly good old go.  


The parties shall have an absolute obligation, to be exercised in a commercially reasonable manner, to use their best reasonable efforts unless, acting in good faith, it would not be materially unreasonable not to do so.
They are different standards. There is clear water between them. So what do we make of ''mingling'' them? What ''is'' a “best, reasonable effort”?  This is as [[Cunisian]]
[[paradox]]. As [[Cunisian]] as one can be.
 
It's hard to follow but, then, the JC's old eyes grow dim. His knees are bent. His only thought is, why stop here? Why not make it a party? Once you have committed yourself to full blooded discombobulation, why not go the whole hog, grandstand a bit with some triple negatives and all sorts of celery?
 
“The parties shall have an absolute obligation, to be exercised in a [[commercially reasonable manner]], to use their best reasonable efforts unless, acting in [[good faith]], it would not be materially unreasonable not to do so, provided that there shall be no liability in the absence of [[gross negligence]], [[fraud]] or [[wilful default]].”
 
There. That ought to do it.


{{Sa}}
{{Sa}}
*[[Commercially reasonable manner]]
*[[Commercially reasonable manner]]
*[[Bob Cunis]]
{{c|paradox}}

Revision as of 15:03, 29 January 2021

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We are eternally grateful to Ms Van der Leyen and the magnificent legal eagles in the employ of Astrazeneca for making plain the torture we commercial lawyers endure daily — torture of prose, patience, and common sense — as we quietly, diligently birth commercial legal agreements that shelter an ungrateful public from harm. No one banged pots for us.

They have, too, opened up a new face in the rock-face of epistemological doubt that besets my learned friends and I. You would think, after all this time, the mountain was tamed, wouldn’t you? Mostly it is — the pitch has a smooth, entropic flatness suitable only for skilfully tedious legal eagles to nest in. So this is special: this is like finding a new, hitherto unseen direttissima; a hidden chimney; a traverse of the gods. Exit cracks leading, we hope, to the summit of Mount Certainty and not a death bivouac.

So what is this new face? We have all heard of “best efforts”: you must pull out all the stops. It must be a blinder. You must leave everything on the pitch.

We have all heard of “reasonable endeavours”, too. That is a softer commitment. It admits of some mortal weakness and human frailty, but at least requires a jolly good old go.

They are different standards. There is clear water between them. So what do we make of mingling them? What is a “best, reasonable effort”? This is as Cunisian 

paradox. As Cunisian as one can be.

It's hard to follow but, then, the JC's old eyes grow dim. His knees are bent. His only thought is, why stop here? Why not make it a party? Once you have committed yourself to full blooded discombobulation, why not go the whole hog, grandstand a bit with some triple negatives and all sorts of celery?

“The parties shall have an absolute obligation, to be exercised in a commercially reasonable manner, to use their best reasonable efforts unless, acting in good faith, it would not be materially unreasonable not to do so, provided that there shall be no liability in the absence of gross negligence, fraud or wilful default.”

There. That ought to do it.

See also

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