Best Endeavors

Best Endeavors: Meaning, Overview, and Limits

Key takeaways
* “Best endeavors” (or “best efforts”) is a contractual standard requiring a party to take all reasonable steps within its power to achieve the contract objective.
* It is generally a stricter obligation than “reasonable endeavors,” though lines between standards can blur and lead to litigation.
* The obligation is limited—parties are not required to take actions that would be commercially ruinous or otherwise self‑defeating.

What “best endeavors” means
“Best endeavors” is a contract term that obliges a party to do everything reasonably within its power to achieve the specified outcome. It demands more initiative, persistence, and resource use than a mere “reasonable endeavors” obligation, which may permit a party to stop after taking a single reasonable course of action.

How courts assess the obligation
When disputes arise, courts examine the surrounding facts to determine whether a party satisfied its “best endeavors” duty. Typical considerations include:
* the steps actually taken;
* whether further steps were commercially viable or proportionate;
* whether compliance would create conflicts with other contractual or legal obligations;
* the resources reasonably available to the obligated party.

Best endeavors vs. “all reasonable endeavors”
“All reasonable endeavors” is sometimes used as an intermediate formulation and is interpreted variably. In practice:
* A single, sensible action (e.g., leaving a message) may meet a “reasonable endeavors” test.
* Repeated or escalating efforts (multiple calls, emails, letters, personal delivery) are more likely to meet a “best endeavors” or “all reasonable endeavors” test.
Interpretation depends heavily on context and the specific wording of the contract.

Practical limits and exceptions
A “best endeavors” clause does not require a party to:
* act to its own ruin, incur disproportionate loss, or risk bankruptcy;
* breach other binding legal or contractual obligations to perform the requested acts.
Example: An engineering firm required to use “best endeavors” to meet a deadline is not obliged to undertake uncompensated overtime, costly permits, or other measures that would cause it unacceptable financial harm if reasonable alternatives have been tried.

Drafting and negotiation tips
To reduce ambiguity and litigation risk, consider:
* specifying what actions constitute compliant “best endeavors” (steps, timeframes, reporting);
* defining financial limits or cost‑sharing for actions that would be expensive for the obligated party;
* including carve‑outs for conflicting obligations or insolvency;
* choosing an enforceable standard consistent with jurisdictional practice (e.g., “best efforts” is commonly used in U.S. contracts).

Conclusion
“Best endeavors” is a high contractual standard requiring diligent and persistent effort, but it is not absolute. Clear drafting and realistic, commercially balanced obligations help parties understand expectations and avoid disputes.