Yet Another “Efforts” Standard: “Good Efforts”!

Longtime readers will know that I make it a point periodically to prod the carcass that is the notion that different efforts standards impose obligations of different levels of onerousness.

Well, it’s time to prod the carcass once more. This morning I used the phrase good reason. That led me to ponder the rhetorical function of good in that phrase—what’s the difference between doing something with reason and doing it with good reason? Nothing, except that good provides a rhetorical flourish.

That led me to wonder whether good efforts is a thing. So off to EDGAR I went, and lo and behold:

With respect to any dispute arising under this Lease, Landlord and Tenant shall first use good efforts to resolve such dispute or matter between themselves.

Wowo shall cause each of such directors of Wowo to be included as an insured under a directors’ and officers’ insurance policy with such terms as applicable to all other directors of Wowo or within thirty (30) days from the Closing if Wowo has exerted good efforts and is unable to obtain such insurance at the Closing.

Buyer will use its reasonable good efforts and good faith to take all actions and to do all things necessary or advisable in order to consummate and make effective the transactions contemplated by this Agreement.

My search retrieved only 42 documents, so good efforts is a rarity. But hey, it exists! I leave true believers in different efforts obligations to figure out where good efforts fits in the pantheon. Me, I’ll continue to stick with reasonable efforts, using it only when being precise doesn’t work and doing my best to whittle down the potential for confusion. Search for reasonable efforts on this blog and you’ll find no end of posts on that subject.

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.