Center for Contract and Economic Organization
Center for Law and Economic Studies
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
Victor P. Goldberg,
In Search of Best Efforts: Reinterpreting Bloor v. Falstaff,
St. Louis U. L.J.
Available at: https://scholarship.law.columbia.edu/faculty_scholarship/680