UK: The Basics: Best, Reasonable And All Reasonable Endeavours - What Do They Mean?

What are the most common types of endeavours clauses?

Best endeavours - the most demanding obligation

Broadly speaking, a party is required to use no less than its best efforts to produce the desired results in the circumstances. This has been held to mean that such steps are all the steps which a prudent, determined and reasonable person, acting in their own interests and desiring to achieve that result, would take.

Although this is an onerous obligation, it is not regarded by the courts as an absolute one and is subject to reasonableness.

What are the key characteristics of a best endeavours clause?

  • Such clauses may require significant expenditure on behalf of the obligor and can require the obligor to act against its own commercial interests, for example appealing against a court decision, diverting material resources from elsewhere within the business, or taking all reasonable courses open to it, rather than just one. However the obligor is allowed to have some regard for its own commercial interests and is not required to take action that would ruin the business or result in the utter disregard of the interests of shareholders.
  • It may be overridden by other duties. For example, an obligation on the directors of a company to use best endeavours to pass a resolution does not require the directors to give bad advice to the shareholders or continue to recommend the resolution once not in the company's interests.
  • The obligation is viewed from the obligee's perspective and its interests but may consider the obligor's interests.

Reasonable endeavours - the least demanding obligation

This requires the obligor to achieve an even balance between its contractual obligation to the obligee and the obligor's own commercial interests i.e. it is obliged to pursue a reasonable course to achieve the objective.

What are the key characteristics of a reasonable endeavours clause?

There are four key characteristics:

  • such clauses are considered from the obligor's perspective;
  • only limited expenditure is required by the obligor and the obligor does not need to sacrifice its own commercial interests (for example, its relations with third parties, its reputation and the cost of taking the action itself);
  • they are less stringent than best endeavours clauses but will still "bite" provided the clause is clearly defined and held to be enforceable;
  • they may well only require a party to take one reasonable course of action, not all of them.

All reasonable endeavours - the middle ground

This obligation is commonly seen as a compromise between best and reasonable endeavours but there is the least certainty over its meaning. What steps have to be taken will depend on the circumstances and the obligation may exhibit the characteristics of both best and reasonable endeavours. Case law suggests uncertainty as to whether:

  • all (and not just one or some) reasonable courses of action are required to be taken as with best endeavours; and
  • the obligor is required to sacrifice its own commercial interests or not.

What about variations of endeavours clauses?

There are several variations of the three most commonly used endeavours clauses: "commercially reasonable endeavours", "reasonable commercial endeavours," and "utmost endeavours." The former phrases are interpreted as being used to "soften" a reasonable endeavours obligation, whilst the latter is commonly seen as an advancement on a best endeavours clause. However, whether it is possible to "dress-up" endeavours clauses in this way remains uncertain.

How can certainty be achieved when using endeavours clauses?

There will always be an element of uncertainty as to what is being agreed to when using endeavours clauses. Importantly, although the meaning of the clause must be construed using the normal rules of contract interpretation (i.e as against the relevant contractual and factual background, including the commercial context at the time the contract is formed), whether or not the obligation has been satisfied is considered against the position at the time of performance and is therefore fact sensitive.

Consideration should be given to the following:

  1. recipients of an endeavours obligation should make sure that the clause is sufficiently certain to be enforceable. An obligation to endeavour to reach an agreement is no different from an agreement to agree and, as such, is unenforceable;
  2. obligors should avoid agreeing to use best endeavours unless comfortable that the obligations can be fulfilled without having to expend sums beyond what is budgeted for. Consider setting a financial cap on the pursuit of the obligation;
  3. define what is meant by the relevant endeavours obligation for the purposes of the contract. However, this may be difficult to draft if used frequently in the same contract and may prove to be an obstacle in negotiations;
  4. spell out precisely what steps a party is required to take to fulfil a qualified obligation rather than simply relying on an endeavours clause. This should include:
    1. whether the obligor must bear any costs or incur any expenditure and, if so, how much;
    2. specific steps that the obligor is or is not expected to carry out;
    3. the period for which the obligor should pursue that objective;
    4. whether the obligor must take legal action or appeal to achieve the objective;
    5.                                                 whether the obligor must inform the obligee of its progress in meeting the objective;
    6. whether the obligor must step aside if it is unsuccessful and allow, or even assist, the obligee to solve the problem itself and, if so, the consequences (if any);
    7. the extent to which a party is entitled to protect its own interests, is required to act in the interests of the other party, or meet an objective standard of behaviour. These issues are, in part, determined by the type of endeavours clause used but it may be useful to set them out expressly; and
    8. what happens if the object of the endeavours is not, or cannot be, achieved despite achieving the specified standard of endeavours. Can the contract be rescinded or can the requirement be waived and the contract continued and if so, on the same or different terms?
  5. avoid using untested variations of endeavours clauses which could create yet further uncertainty;
  6. if an endeavours obligation has been agreed, keep records of the efforts taken to fulfil it as evidence of what has or has not been done should a dispute arise.

By following the above practical points, there will be less scope for argument as to what was intended and, consequently, whether what was intended has been achieved - or not.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Similar Articles
Relevancy Powered by MondaqAI
In association with
Related Topics
Similar Articles
Relevancy Powered by MondaqAI
Related Articles
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions