When parties impose obligations on each other they often try to qualify these obligations by agreeing to only use some form of “endeavours” to achieve it.
In the recent case of Jet2.com Ltd v Blackpool Airport Ltd, Jet2.com entered into an agreement with Blackpool Airport Limited (BAL) to allow it to use Blackpool airport as a base for its low cost airline. A clause in the agreement stated that BAL would “use all reasonable endeavours to provide a low cost base to facilitate Jet2. com’s low cost pricing.” BAL had published opening hours, but the agreement itself did not state any specific hours of the day in which Jet2.com could operate its flights. However, both parties understood that a low cost airline operation required flexibility to fly to and from the airport both early and late in the day. For the first few years of the agreement BAL ran at a loss, but to improve profitability, after the fourth year BAL refused to accommodate arrivals and departures from Jet2.com outside of BAL’s published opening hours and gave Jet2.com a week in which to change their schedule. Jet2.com sued for breach of contract.
Previous case law concluded that in using “all reasonable endeavours” a party would not have to do anything that would mean acting against its own commercial interests. However, the judge distinguished this case from others in that BAL’s ability to fulfil its duty to use all reasonable endeavours was within its own control and not, as in previous cases outside of its control. In his decision, the judge determined that BAL could not “pick and choose” what to do in its own interest and that it’s actions was a serious breach of contract.
Perhaps the most important thing to note from this case is that more detail within the agreement on specific terms, such as the operating hours, would have eliminated most of the argument and saved both parties a lot of time and expense. It may also have been prudent to decide and detail within the agreement what exactly BAL were and were not required to do in order to fulfil its “all reasonable endeavours” obligation.