"best endeavours" can actually make you act against your own interests in English law

(There's no such thing as UK law ...)

"best endeavours does not mean second best endeavours", as the famous dictum says (Sheffield District Railway Co v Great Central Railway Co (1911) 27 T.L.R. 451), and Lewison on The Interpretation of Contracts draws the distinction: "Where the contract provides for a party to use best endeavours to obtain a particular result it is considered that he must, if necessary, to some extent subordinate his own financial interests under the contract to the obtaining of that result ... Where, by contrast, the obligation is an obligation to use reasonable endeavours, he need not subordinate his own financial interests to the agreed goal"

Posted By: Old Git on January 29th 2021 at 16:36:18

Message Thread

PM OG - AZ contract (Coronavirus) - CWC, Jan 29, 12:37:46
- Um. Isn't this contract with the Swedish entity, not the UK entity? (Coronavirus) - Old Man, Jan 29, 14:08:28
  - Thats in interesting point in the context of the warranties if the Uk contract is with (Coronavirus) - Jim, Jan 29, 14:12:43
    - 5.4 says manufactured in the EU including the UK - but not by whom (Coronavirus) - Old Man, Jan 29, 14:19:10
      - Yes. My point (which your observation is relevant to) was that at 13(e) (Coronavirus) - Jim, Jan 29, 14:34:03
- UK says that they negotiated removal of best endeavours clause (Coronavirus) - paulg, Jan 29, 13:43:09
- I'm being thick - all I can find there is a press release. Where is it?! (Coronavirus) - Old Git, Jan 29, 13:10:04
  - Here (Coronavirus) - Jim, Jan 29, 13:13:01
    - it's a concern (n/m) (Coronavirus) - Ken Dodds Dads Dog, Jan 29, 13:30:37
      - 🤣🤣👏 (n/m) (Coronavirus) - protheroe fitzgibbon, Jan 29, 13:32:41
  - under "Related Documents" PDF link (n/m) (Coronavirus) - CWC, Jan 29, 13:11:14
- As a non legal person does this mean AZ are liable to supply UK jabs to the EU? (n/m) (Coronavirus) - JoeyDeacon, Jan 29, 12:43:42
  - An English QC thinks not; and you can see past some of the redactions (Coronavirus) - Old Man, Jan 29, 17:02:12
    - And another view (Coronavirus) - Old Man, Jan 29, 17:08:18
      - ...in fact you can unredact the whole document using the trick I posted two posts up (Coronavirus) - Old Man, Jan 29, 17:11:38
  - under English law, nope. Under Belgian law, before a Belgian court..? (Coronavirus) - CWC, Jan 29, 13:08:19
    - As you say, Belgian law and court (Coronavirus) - Old Git, Jan 29, 15:51:59
      - yup. 'best; is a bit of a misnomer. Reads like reasonable efforts to me. (n/m) (Coronavirus) - CWC, Jan 29, 16:17:54
        
        "best reasonable" is a weird hybrid! (Coronavirus) - Old Git, Jan 29, 16:27:11
        
        amuses me that their other APA has it as reasonable best endeavours (Coronavirus) - CWC, Jan 29, 16:31:28
        
        must be less than "best" whatever else it means (Coronavirus) - paulg, Jan 29, 16:28:40
      - EU doesn;t include UK for that clause as well although 5.4 turns it into a right old (Coronavirus) - Jim, Jan 29, 15:59:30
        
        but none of that really matters (Coronavirus) - paulg, Jan 29, 16:10:22
        
        "best endeavours" can actually make you act against your own interests in English law (Coronavirus) - Old Git, Jan 29, 16:36:18
        
        *scribbles furious notes* (Coronavirus) - CWC, Jan 29, 16:46:59
        
        Ha ha (Coronavirus) - Old Git, Jan 29, 16:49:47
        
        true, but .... (Coronavirus) - paulg, Jan 29, 16:43:51
        
        Yes, I agree (Coronavirus) - Old Git, Jan 29, 16:57:10
        
        s'times 3 possibilities or a spectrum mentioned (re "all reasonable end's") (Coronavirus) - paulg, Jan 29, 17:14:27
        
        Best endeavours is very different and very onerous under UK law (Coronavirus) - Jim, Jan 29, 16:13:00
        
        onerous yes, but not absolute or entailing an obligation to break other duties (n/m) (Coronavirus) - paulg, Jan 29, 16:27:44
    - There is no "imediment" to the use of best endeavours ... (Coronavirus) - paulg, Jan 29, 14:11:48
      - it's actually a really good training exercise for junior lawyers (Coronavirus) - CWC, Jan 29, 15:19:59
        
        but even then, I think the EU are some way off (Coronavirus) - paulg, Jan 29, 15:46:36
        
        I don't even get the whinge from them about exports (Coronavirus) - CWC, Jan 29, 16:16:31
        
        yes, that (n/m) (Coronavirus) - paulg, Jan 29, 16:22:39
        
        There are a load of other uncertainties (Coronavirus) - Jim, Jan 29, 15:58:11
      - or "pedi" even (n/m) (Coronavirus) - paulg, Jan 29, 14:12:42
    - Arbitration I'd have thought (Coronavirus) - Cardiff Canary, Jan 29, 13:16:23
      - 18.5(b). But you're right, it won't get that far. (n/m) (Coronavirus) - CWC, Jan 29, 13:17:58
    - Like you say the Belgian jurisdiction complicates things but (Coronavirus) - Jim, Jan 29, 13:15:27
  - Its not clear cut. (Coronavirus) - Jim, Jan 29, 13:01:35

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