The Best Efforts Obligation Clause

Fulfillment of contract is directly related to parties’ interests, and is the most important aspects of contract. But it is also the most disputed issue in contract. Normally, it is always stipulates in contract that the acceptor shall try his best effort, reasonable effort, good-faith effort or commercial reasonable effort etc. to perform the contract obligation. Whether the obligations subjected to the contract can be performed or not and how to perform, are directly related to the implementation of parties’ true will and the justice of trades. Once disputes arise from different standard obligations, how the parties interpret it to protect theirs own interests. What standard should the judge take to analyze the case, and how the parties reduce the uncertainty risk occurred when sigh the contract. This paper gives a detailed introduction.In the case law of American, all the endeavor standards of different degree have different meaning in the eyes of lawyers and judges. After a long time of practice and theoretical study, the connotation and interpretation rule of these obligation standards have experienced a process of development and changing. A relatively impeccable and operable system of dispose norm and case rule was finally formed.In China, this type of contracts exist greatly in practice. But there are a few of scholar articles, practice cases or laws relates to the best efforts contract. So, when we meet the disputes of this kind contracts, the courts would ignore it or treat it by meas of the principle of bona fide, which is difficult to realize the the parties’ real will and not operable. Study on the experience of American in combination with China’s practice is benefit to China’s judicial practice.This paper consists of seven parts:The meaning of the best efforts are inctoduced in two aspects in the first part. The first aspect compares the meaning of “efforts” and “best” with the words “reasonable efforts”, “good-faith efforts” etc. The second aspect analyze the duty of best efforts and achieve a specific result.A conclusion from the data statistics and analysis of best efforts is given in the second part. The different meaning of best efforts in the eyes of lawyers and judges are compared. The development and connotation of best efforts’ in American practical law are also discussed.The common best efforts contract form and obligation clause concluded by the “international agreements” work group from a large number of contracts from many countries are described in the third part.The interpretations’ principles, rules and method of case law coutries and how the judges using these interpretations methods to analysis the best efforts are discussed in the forth part.The fifth part is the most important context of this paper. Analytical standard is established on the basis of classification and conclusion of different courts and different cases in American. These analytical method consists of the combination of subjective and objective, pure objective analysis and can’t enforcement etc. This passage compares the evaluate standards and to look for the most suitable and the best way to fulfill the parties’ true will.The sixth part is about how to reduce the uncertainty in the contract before the disputes occur. By limiting the scope of opening terms, and offering specific suggestions of best efforts contract to reduce the uncertainty of this contract.The seventh part, by introducting the current situation of the epractical application, scholarship research, judicial practice and legislation of best efforts contract, and compared with American, look forward to offering some thinking and reflection to best efforts in China’s obligation contract.