Best efforts is a contractual term used to obligate the parties to make their best attempt to accomplish a goal, typically used when there is uncertainty about the ability to meet the goal. Courts have not required that a party under a duty to use best efforts to accomplish a given goal make every available effort to do so, regardless of the harm to it. Some courts have held that the appropriate standard is one of good faith. Black’s Law Dictionary 701 (7th ed. 1999) has defined good faith as “A state of mind consisting in (1) honesty in belief or purpose, (2) faithfulness to one’s duty or obligation, (3) observance of reasonable commercial standards of fair dealing in a given trade or business, or (4) absence of intent to defraud or to seek unconscionable advantage”.
As an alternative to a good faith standard, some recent cases have used a reasonableness standard. Reasonableness is a subjective term, which generally would require that one make a diligent attempt, taking all the factors in the circumstances into consideration.
