What Does “Best Efforts” Mean in a Contract?
A standard requiring a party to try hard to accomplish something, but not guaranteeing success.
Detailed Explanation
"Best efforts" (or "best endeavors" in British usage) requires a party to pursue an objective diligently and in good faith, but doesn't guarantee the result will be achieved. It's stronger than "reasonable efforts" but less than an absolute guarantee.
Courts interpret "best efforts" to mean doing everything reasonable within your power, potentially including actions that aren't profitable. It's a high standard but still allows for failure if you genuinely tried.
Example in a Contract
“Company shall use its best efforts to complete the integration within ninety (90) days, provided that Company shall not be in breach if the integration is delayed due to circumstances beyond its reasonable control.”
Why It Matters
"Best efforts" commits you to really trying, not just going through the motions. If you fail, you may need to prove you did everything reasonably possible. Be cautious about best efforts obligations for things you don't fully control.
Related Terms
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