Best reasonable efforts
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 — 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 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.
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.
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?
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.