Interpreting "Best Efforts" vs "Reasonable Efforts" In Contracts

The terms "best efforts", "reasonable efforts", and, most recently, "commercially reasonable best efforts", have been subject to considerable judicial interpretation over the years. While the term "best efforts" has been interpreted fairly consistently, there is considerable uncertainty when it comes to the application of the "reasonable efforts" and "commercially reasonable best efforts" standard, as it requires a dive into the specific circumstances of the parties. To complicate the matters further, the Courts routinely imply either reasonable efforts or best efforts into contracts that do not explicitly include these terms.

We've gathered the general principles with respect to the judicial interpretation of these terms, as well as some illustrative examples.