Document Type

Article

Publication Date

2000

Center/Program

Center for Contract and Economic Organization

Center/Program

Center for Law and Economic Studies

Abstract

When contracting parties cannot quite define their obligations, they often resort to placeholder language, like "best efforts." They (and their counsel) likely have little idea of what they might mean, but, so long as they avoid litigation, it will not matter much. But "best efforts" clauses are on occasion litigated, and courts must read content into them. In Bloor v. Falstaff, a casebook favorite,1 the court held that Falstaff s lackluster promotional efforts for Ballantine beer violated its best efforts covenant. So far as I can tell, no commentators have questioned this outcome. Indeed, some commentators have found Falstaff s breach so egregious as to provide not much of a test of the boundaries of "best efforts." Farnsworth, for example, says: "Unfortunately, its decision did relatively little to add precision to the meaning of 'best efforts,' since Kalmanovitz [of Falstaff] fell so far short of the mark." 2

Comments

Reprinted with permission of the Saint Louis University Law Journal © 2000

St. Louis University School of Law, St. Louis, Missouri.

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