What Does “Best Efforts” Mean In Contract Law?

Ever signed a contract promising to use your “best efforts” to make something happen, like closing a deal or getting approvals? It’s a common phrase in business agreements, but what does it really mean under Canadian law? 

In Canadian courts, “best efforts” isn’t about perfection or throwing everything at the wall. It’s a higher standard than “reasonable efforts,” but still grounded in reality. 

It means taking, in good faith, all reasonable steps to achieve the goal.

• Good faith first: You act honestly, without ulterior motives.
• All reasonable steps: Do what’s usual, necessary, and proper.
• Not boundless: Tailored to the contract’s purpose, parties involved, and circumstances. 

For example, if a deal requires “best efforts” to get zoning approval, you’d hire experts, chase leads, and appeal to the regulators.

Judges look at context: no one-size-fits-all.

• Objective test: Did you act like a diligent person would? 
• No self-sacrifice: You don’t ignore your own interests entirely; the other party’s goals predominate, but balance applies.
• Proof matters: Emails, timelines, expert advice show your efforts.

• Vague clauses backfire: Always define “best efforts” (e.g., list steps or timelines).
• Overdrafting hurts: “Commercially reasonable best efforts” confuses the parties; keep it clear.
• Breach consequences: Miss it? Face damages, specific performance, or contract unwinds.
• Protect yourself: Add qualifiers like “subject to board approval”.

Stuck interpreting a “best efforts” mess? Our civil litigation team at Pinto Shekib LLP unravels contracts daily. Contact us for a consultation: 416.901.9984 or info@pintoshekib.ca.