“Best Steps”: An Example of the Legalistic Mind at Work

I use “legalistic” to mean like a lawyer, but bad.

The legalistic mind exhibits various traits. It’s cravenly risk-averse. And it’s addicted to hair-splitting. But now we’ll focus on another trait, the lack of semantic acuity.

Behold this EDGAR artifact:

It’s unexceptional. The phrase reasonable steps is an alternative to reasonable efforts. The worst you can say about it is that it’s pointless—if you mean reasonable efforts, then for crying out loud just say reasonable efforts, as that’s the usual way to express that meaning.

But get a load of this:

Yes, best steps. Someone decided to turbocharge reasonable steps, thinking that reasonable efforts is to best efforts as reasonable steps is to … best steps!

Sorry to disabuse you, whoever you are. The phrase best efforts is idiomatic; the phrase best steps is not, at least for purposes of referring to the means used to accomplish something. The legalistic mind, making stuff up since … forever.

Of course, another problem is that the more-than-reasonable meaning the best steps drafter was presumably aiming for is just as unworkable as the ostensible distinction between reasonable efforts and best efforts. For what the Delaware Chancery Court called “[t]he most thorough analytical treatment of efforts clauses,” see this 2019 article.

The phrase best steps is used to refer to someone’s moves, as in “When I saw your best steps stolen away from you” (from Bruce Springsteen’s “Walk Like a Man”). But that’s entirely different.

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.