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Best Efforts, Reasonable Care, Due Diligence and General Trade Standards in International Contracts

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Chapter Summary

When one party to a contract undertakes to perform a given act, the wording of its undertaking is often couched in a variety of terms intended to define the way in which duty is to be carried out. A great variety of expressions is used in drafting contracts and, in many cases, seemingly without any great discrimination. Many of these expressions may have specific interpretations depending on the law governing the contract, interpretations of which the parties may not necessarily be aware. This chapter concentrates on four major criteria: "best efforts", "reasonable efforts"", "due diligence" and references to "general trade standards" in all their varying formulations. Some typical examples in the chapter give an insight into the practice of contractual drafting. The chapter analyzes that practice and synthesizes main conclusions. It offers some advice to negotiators. The basis is around 150 sample clauses, gleaned from a variety of international contracts.

Keywords: drafting contracts; due diligence; general trade standards; international contracts; negotiators



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