Does It Make Sense to Require Someone to Use “Efforts” to Complete Something in a Reasonable Time?

One reason I keep an eye on Twitter is that occasionally random bits of interesting drift by. For example, behold the following:

First, the issue isn’t “best efforts” being combined with “reasonable.” We all know that in a rational world, best efforts means  the same thing as reasonable efforts. We also know that you shouldn’t use best efforts, as it creates confusion.

And you can ignore “commercially,” as it’s redundant—one considers the circumstances of the transaction when determining whether someone has complied with an efforts obligation.

Instead, the issue is whether it makes sense to impose an obligation to use efforts to complete a project in a reasonable time. I say that it does, as you’re dealing with two components:

First, what kind of obligation is being imposed? An efforts obligation—the contractor doesn’t have a flat obligation to complete the project; instead, it has to do its best.

And second, how soon does it have to complete it? The drafter could have specified that the project has to be completed in a specified period—for example, ten days. Or it could have used promptly. Instead, by referring to “a … reasonable time,” it’s leaving things more open, in that the question becomes when the project has to be finished, instead of (in the case of promptly) how fast the contractor can do the job.

So “a … reasonable time” leaves things very uncertain. But otherwise, there’s nothing illogical about imposing an obligation to use efforts to complete a project in a reasonable time.

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.