Singapore Case on “All Reasonable Endeavours”

Thanks to this item on Lexology by Kimarie Cheang of Holman Fenwick Willan, I learned that earlier this year, in the case of KS Energy Services Ltd v BR Energy (M) Sdn Bhd [2014] SGCA 16 (here), the Singapore Court of Appeal had considered the implications of an obligation to use “all reasonable endeavours.”

The court surveyed relevant caselaw in Singapore, England, and Australia. From my perspective, the result contained good news and not-so-good news.

The good news is that the court held that “we do not find it useful to distinguish an ‘all reasonable endeavours’ obligation from a ‘best endeavours’ obligation.”

The not-so-good news is that the court held that “We accept that an ‘all reasonable endeavours’ obligation is ordinarily more onerous than a ‘reasonable endeavours’ obligation.” As I explain in my recent article on best endeavours and its variants under English law (here), that distinction is inconsistent with how the phrases are actually used. For a complete analysis, see chapter 8 of A Manual of Style for Contract Drafting.

More broadly, this case shows how courts all over the world find themselves wrestling with problematic English-language contract usages.

The lesson for drafters is the same as always: Use just reasonable efforts, as that allows you to avoid the confusion that invariably follows when you use a different efforts standard. (Go here to see why I recommend you use efforts instead of endeavours.)

Incidentally, I’ll be in Singapore on 21 November to give a public “Drafting Clearer Contracts” seminar (more information here).

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.

3 thoughts on “Singapore Case on “All Reasonable Endeavours””

  1. I have never seen the maxim ‘the wheels of justice grind slowly but they grind exceeding fine’ embodied so thoroughly in one judicial decision as in KS v. BR.

    My eyes glaze over.

    Lest I have gone through hell and come back empty-handed, let me suggest — tentatively — that it was not a ‘holding’ of the court that an ‘all reasonable endeavours’ obligation is ordinarily more onerous than a ‘reasonable endeavours’ obligation’, but a mere obiter dictum, since it wasn’t essential to the outcome of the case.

    And what a weasel word is ‘ordinarily’.

    • Agreed. Mostly a recital of English case law, but done at a painfully slow pace.

      The judge follows some of the English case law that suggests all reasonable = best.

      Personally, I think that is a bad line to take. It is bad enough having tiers of obligation, but to have a tier that some lawyers will assume is lower than best, and others assume is the same as best, adds to the general confusion and encourages sneaky negotiation. So, I don’t agree with Ken’s one cheer view. Minus one in my view.


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