(Rail and Canal Commissioners) The Sheffield District Railway agreed (in a contract appended to a special Act of Parliament, with the Lancashire, Derbyshire and East Coast Railway for the operation of a short line with two stations by means of which traffic gained access to Sheffield. The Derbyshire was originally a competitor of the Great Central Railway which had many more stations and arranged for goods to be carted to and from its own stations rather than being left to use the stations of its competitors. The Derbyshire subsequently amalgamated with the Great Central Railway which took over the operation of the Sheffield on terms including an obligation to ‘use their best endeavours to develop the through and local traffic on and over the Railways’ of Sheffield. After the amalgamation, the Great Central continued to act as it had before, with the result that goods which could have been taken to or from one of the Sheffield’s stations were instead taken to or from one of the Great Central’s stations. The Sheffield complained that the Great Central was in breach of the obligation to use its best endeavours to develop its traffic.
Held: The defendant had taken on a quasi fiduciary position towards the plaintiff, which was akin to that of a bailiff or agent, and were obliged to treat the plaintiff no owrse than they would themselves.
The words imposed on the Great Central an obligation to leave no stone unturned, within the bounds of reason, to develop the Sheffield’s traffic. The object of the endeavours was not too uncertain to be capable of enforcement. An obligation to use ‘best endeavours’ does not require the person who undertakes it to go beyond the bounds of reason, he or she is required to do all that can reasonably be done in the circumstances to achieve the contractual object (but no more).
Lawrence J
(1911) 27 TLR 451, (1911) Ty and Can Tr Cas 299
England and Wales
Cited by:
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Claim of set-off . .
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Cited – Jet2Com Ltd v Blackpool Airport Ltd CA 2-Apr-2012
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Lists of cited by and citing cases may be incomplete.
Updated: 22 July 2021; Ref: scu.545179 br>