"Most obligations placed upon a landlord and tenant in a lease are clear, certain and absolute. However, leases often contain other obligations requiring a party to "endeavour" to achieve something – this can lead to uncertainty as to just how far a party has to go in order to satisfy that obligation.
There are three levels of "endeavours" obligations and the difference between these terms can be unclear. Case law confirms that the extent of the obligation depends on the facts and context of each case, but as a general guide:
- 'Best endeavours' is viewed as the most onerous – this should be avoided wherever possible. The obligor must take all reasonable steps within its power to achieve the result, which may require it to act outside of its commercial interests, incurring significant expenditure – and can, for example, include an obligation to take court proceedings if necessary to achieve the relevant outcome;
- 'All reasonable endeavours' is described as being 'half way' between 'best' and 'reasonable' endeavours. Expenditure may be required by the obligor but the degree of sacrifice of the obligor's commercial interests should be far less;
- 'Reasonable endeavours' generally requires the obligor to take one reasonable course of action. Whilst limited expenditure may still be necessary, the obligor should not have to sacrifice its commercial interests."
