A Simple Alternative to “Reasonable Efforts”?

In this comment, longtime reader Vance Koven suggests using Acme shall seek to instead of Acme shall use reasonable efforts to. He says that they’re equivalent, in that any court would apply a reasonableness standard to an obligation stated using seek.

I understand Vance’s point. In fact, I’m going to go further. Why use the somewhat dated and literary seek? One could come up with any number of alternatives, some of which are noted in MSCD ¶ 8.5, but I suggest that the best option to achieve Vance’s objective would be Acme shall try to.

Vance’s suggestion is appealing. After all, reasonable efforts is a legalistic, unidiomatic usage invented as as a less-misleading alternative to best efforts.

But I’m not inclined to follow Vance’s suggestion.

That’s not because a given court might apply a good-faith standard instead of a reasonableness standard. Who knows what the implications of that might be—the distinction seems more theoretical than practical.

Instead, it’s simply that in a world where efforts standards are generally accepted, I suspect that using instead try would result in an unhelpful degree of confusion and suspicion.

About the author

Ken Adams is the leading authority on how to say clearly whatever you want to say in a contract. He’s author of A Manual of Style for Contract Drafting, and he offers online and in-person training around the world. He’s also chief content officer of LegalSifter, Inc., a company that combines artificial intelligence and expertise to assist with review of contracts.