What's reasonable and what's best? By Sara Partington and Kirk Page
Commercial contracts will often include the requirement to use “best” or “reasonable” endeavours to act in a certain manner or to effect a particular action or result; such a requirement will limit or define a party's contractual obligations. Despite the regularity in which these clauses are used, neither has an exact legal definition—every lawyer or commercial man knows that “reasonableness” is difficult to define exactly and is inherently fact-specific.
However, the High Court's judgments in Rhodia International Holdings Ltd v Huntsman International LLC [2007] EWHC 292 (Comm), [2007] All ER (D) 264 (Feb) and Ryanair Ltd v SR Technics Ireland Ltd [2007] EWHC 3089 (QB), [2007] All ER (D) 345 (Dec) should be borne in mind as providing some useful guidance, not only as to the distinction between these stated obligations, but also as to the extent to which a party will be expected to “sacrifice its own commercial interests” as a result of agreeing to perform to a specified standard.
While the ruling of Mr Julian Flaux QC
