The parties contracted for the sale of a chemical surfactants business.The claimant had contracted to use reasonable endeavours to obtain the consent of a third party for the assignment a a contract to supply energy to the business. The defendant said that the commitment to use reasonable endeavours was equivalent to a duty to use best endeavours.
Held: As a matter of language, the standards expected of a promisor to use ‘best endeavours’ are more onerous than of an obligation to use ‘reasonable endeavours’, but an obligation to use ‘all reasonable endeavours’ should be equated with the more onerous obligation to use ‘best endeavours’.
Judges:
Julian Flaux QC
Citations:
[2007] EWHC 292 (Comm), Times 06-Apr-2007, [2007] 2 Lloyds’ Reports 325
Links:
Citing:
Cited – Overseas Buyers v Granadex 1980
The court considered the meaning of a promise by one party to use its best endeavours.
Held: Mustill J said: ‘it was argued that the arbitrators can be seen to have misdirected themselves as to the law to be applied, for they have found that . .
Cited – Galaxy Energy v Bayoil CA 2001
The court equated reasonable efforts with due diligence. . .
Cited – IBM v Rockware Glass Ltd CA 1980
The court considered the meaning on a promise by one party to use its best endeavours to obtain a relevant planning permission.
Held: The obligation included an obligation to appeal from an initial refusal of permission so long as the . .
Cited – Marc Rich v SOCAP 1992
The court equated best endeavours with due diligence. . .
Cited – Jolley v Carmel Limited 2000
Kim Lewison QC said: ‘Where a contract is conditional upon the grant of some permission, the courts often imply terms about obtaining it. There is a spectrum of possible implications. The implication might be one to use best endeavours to obtain it . .
Cited – Hyde v Pimley CA 1952
The court drew a distinction between prior consent to a breach of contract and waiver or forbearance. Sir Raymond Evershed MR said: ‘The learned judge was of opinion that consent to the commission of a particular act was not the same thing as . .
Cited – Yewbelle Ltd v London Green Developments Ltd, Knightsbridge Green Limited ChD 8-Dec-2006
The court considered what were the obligations undertaken by a party contracting to use reasonable endeavours.
Held: The question is one of substance, not form, to be determined objectively. Lewison J said: ‘the essence of the obligation . .
Cited – 29 Equities Ltd v- Bank Leumi (UK) Ltd CA 1986
The court considered a clause requiring a party to use reasonable endeavours.
Held: Dillon LJ: ‘As Goff J pointed out in Lipmnas Wallpaper Ltd v Mason and Hodghton Ltd [1969] 1 Ch. 20, the vendor could not escape the clause by rescinding on . .
Cited by:
Cited – Hiscox Syndicates Ltd and Another v The Pinnacle Ltd and others ChD 25-Jan-2008
The claimants sought an injunction in nuisance, saying that the defendants had agreed to use all reasonable endeavours to avoid causing a nuisance to them in demolition works on their neighbouring land.
Held: The injunction should be granted. . .
Lists of cited by and citing cases may be incomplete.
Contract
Updated: 09 July 2022; Ref: scu.248954