“Best endeavours”, “reasonable endeavours” and “all reasonable endeavours” – handy phrases to resolve contract negotiation issues but a real challenge to interpret - even for the Court of Appeal. Jet2.com Ltd, a budget airline, has a 15-year contract with Blackpool Airport Limited that requires both parties to use “best endeavours” to promote Jet2’s low cost services from the airport. For years Jet2, with BAL’s support, operated regular flights outside the airport’s normal operating hours, even though this cost BAL money, but, after a change of ownership, BAL said it would no longer accept flights outside normal operating hours. Was this a breach of the best endeavours clause?
By 2-1, the Court of Appeal said that it was. In general, a “best endeavours”, or “all reasonable endeavours” obligation, is not in itself regarded as too uncertain to be enforceable, provided the object of the endeavours can be ascertained with sufficient certainty. The content of an obligation to use best endeavours to promote another person’s business is not so uncertain as to be incapable of giving rise to a legally binding obligation, although it may be difficult to determine in any given case whether there has been a breach of it. Whether, and to what extent, a person who has undertaken to use best endeavours can have regard to their own financial interests will depend very much on the nature and terms of the contract in question.