The Contract Clause That Buys You Nothing: Why “Best Efforts” Means the Least in Court

You signed a deal expecting results. But the other party only promised “best efforts.” Now they’re underdelivering—and you’re wondering whether you can enforce the contract. Here's the truth: "best efforts" clauses are often legally toothless.

What Does “Best Efforts” Actually Mean?

Unlike hard obligations (e.g., “shall deliver 5,000 units per month”), “best efforts,” “reasonable efforts,” and “commercially reasonable efforts” are vague and subjective. Courts in New York and New Jersey interpret them inconsistently—often to your disadvantage.

3 Reasons ‘Best Efforts’ Clauses Fail in Court

1. No Clear Standard: What you believe is “best” may not match what the other side believes—or what the judge decides.
2. Low Enforcement Value: Even if you prove underperformance, you may only win injunctive relief—not damages.
3. Easy Excuses: The other party can claim they tried their best under the circumstances—even if they didn’t deliver results.

When Can You Enforce a Best Efforts Clause?

You may succeed if:

• The contract defines clear benchmarks or KPIs
• The counterparty made no effort whatsoever
• The clause is paired with exclusivity or minimums

But absent those protections, courts often say “best” just means “not the worst.”

How to Write Stronger Contracts

• Use measurable obligations: “shall do X by Y date”
• Pair any “efforts” clause with specific outputs or timelines
• Define failure and remedies explicitly

We Enforce Contracts—No Matter the Clause

At JDE Law Firm, PLLC, we don’t just read between the lines—we enforce them. Whether you're dealing with vague obligations or one-sided deals, we’ll help you recover damages or renegotiate better terms.

📞 NY: 718-966-0877 | NJ: 732-490-7120

👉 Book a Contract Enforcement Consultation