MoFo News Item

'Best Efforts', 'Commercially Reasonable' and Other Terms No One Understands

15 Mar 2016

Grant Esposito, a former chair of the firm’s Litigation Department, and litigation associate Jessica Kaufman authored the article, “‘Best Efforts,’ ‘Commercially Reasonable’ and Other Terms No One Understands,” which appeared in the New York Law Journal on March 14.

Contracting parties routinely use terms like “commercially reasonable” and “best efforts” to describe future performance, either because they cannot or choose not to agree on what steps will actually occur.  While adopting such undefined, but commonly used, terms might save time on the front end of getting a deal done, it often leads to costly, time-consuming disputes later.

In this article, Mr. Esposito and Ms. Kaufman explain how such poorly understood contractual terms have been interpreted by the courts and provides practical tips to more clearly define what future steps are required, to monitor compliance, and to minimize the costs and burdens should litigation arise.

Read the full article.



Unsolicited e-mails and information sent to Morrison & Foerster will not be considered confidential, may be disclosed to others pursuant to our Privacy Policy, may not receive a response, and do not create an attorney-client relationship with Morrison & Foerster. If you are not already a client of Morrison & Foerster, do not include any confidential information in this message. Also, please note that our attorneys do not seek to practice law in any jurisdiction in which they are not properly authorized to do so.