Reasonable (or all reasonable) endeavours meaning

Original news Minerva (Wandsworth) Ltd v Greenland Ram (London) Ltd [2017] EWHC 1457 (Ch), [2017] All ER (D) 154 (Jun) The Chancery Division found that the defendant company unlawfully blocked the claimant’s continuation of a construction scheme by declining to enter the requisite agreement with the local authority that would have permitted it to advance. The claimant was entitled to make its planning application at the time it did, and the defendant’s conduct amounted to a contractual breach by stopping the works from proceeding. What is the background to the case? Minerva (Wandsworth) Ltd obtained planning consent to redevelop the Ram Brewery site in Wandsworth, South West London, featuring a 34‑storey residential tower, and entered into a section 106 Town and Country Planning Act 1990 agreement obliging the delivery of affordable housing within the scheme. Minerva then sold the site to Greenland Ram (London) Ltd on terms allowing Minerva to submit an application to the local planning authority for an enhanced permission which, if approved, would...

Exclusivity provisions This Practice Note outlines how exclusivity provisions operate when buying shares in a company, or acquiring a business together with its assets (the target). Such provisions can sit in a stand‑alone letter from the buyer to the seller, be built into heads of terms (also referred to as an offer letter, letter of intent or memorandum of understanding) or, less commonly, appear within a confidentiality agreement (where either or both are used). Whatever form is chosen, exclusivity provisions are entered into at the outset of the transaction, setting the framework for negotiations. Their aim is to stop the seller from engaging with, or inviting, rival bids from third parties in relation to the sale of the target, or a substantial part of its business and assets. In effect, they provide the buyer with a defined period of exclusivity within which to negotiate the terms of, and then seek to conclude, the transaction. For enforceability, the drafting should create a lock‑out (or shut‑out) arrangement—preventing third parties from entering...

ARCHIVED : This archived Practice Note compiles major dispute resolution (DR) appeals and notable appellate rulings in general civil litigation in England and Wales from 2024 to date. It also highlights key forthcoming appeal matters (to support horizon scanning) together with reported judgments delivered in the Supreme Court, Court of Appeal, Competition Appeal Tribunal, Judicial Committee of the Privy Council (the Privy Council), Court of Justice of the European Union (Court of Justice), and the European Court of Human Rights (ECtHR). Links are provided to the judgment and any bespoke News Analysis to aid understanding of the principles engaged and the impact of the decisions. It is not maintained and is offered for background use only. For details of key DR appeals from 2025 to date, see Practice Note: Dispute resolution: key appeal cases—2025 [Archived]. This Practice Note has two parts intended to help dispute resolution practitioners remain informed about developments in case law affecting their practice, or civil litigation procedure more generally: selected forthcoming...

[ Insert Lead-in Language ] Illegality Termination Event We hereby refer to our notice dated [ insert date ] (the ' Original Notice ') formally notifying you of the occurrence of an Illegality Termination Event. If Party A is the sole Affected Party and Section 5(b)(i)(1) applies: In accordance with Section 6(b)(ii) of the Agreement, we have employed all reasonable endeavours (not requiring us to bear any loss, save for immaterial, incidental expenses) to, within 20 days from the date on which the Original Notice became effective, diligently transfer all of our rights and obligations under the Agreement in respect of the Affected Transactions to another of our Offices or Affiliates so that the Illegality Termination Event no longer subsists...

These training materials offer a concise primer on the principal legal points to weigh up when preparing and bargaining over typical provisions used to achieve compromise in commercial contracts in practice. The topics include: good faith (definition, stance of the English courts, express duties, implied duties, relational contracts, agreements to negotiate in good faith); endeavours obligations (reasonable endeavours, all reasonable endeavours, best endeavours, how they differ, their meaning, the balancing exercise or test); wilful misconduct (definition, alternative labels and terminology such as deliberate default, gross negligence, deliberate act, and wilful neglect or default); and material breach (definition, how it differs from repudiatory breach, and persistent breaches). Across all subjects, the materials provide practical top tips for commercial lawyers who draft and negotiate clauses using this terminology in their day-to-day work. They are intended for commercial lawyers advising on business-to-business agreements, and do not address business-to-consumer contracts at all...

1 Definitions Contamination – Hazardous Substances in soil/water at or beneath the Property, and/or their migration to/from it. Environment – air; water (surface/ground/drains/sewers); land (sub‑surface/under water); and living organisms (incl. humans) and ecosystems. Environmental Law – all applicable statutory/common law (civil/criminal/administrative), directives/regulations, codes of practice, guidance/instructions, and court/regulatory decisions on protecting the Environment or human health. Environmental Liabilities – any fines/penalties/charges/actions/losses/costs/claims/expenses/demands/duties/obligations/damages or other liabilities (incl. reasonable Remedial Action costs) suffered or incurred after Completion by the Seller under or by reason of any Environmental Law. Environmental Permit – permit [insert title] number [insert number] [insert date]. Hazardous Substances – any solid/liquid/gas capable, alone or with others, of harming human health or the Environment. Remedial Action – reasonable measures to investigate/inspect/monitor/remove/remedy/abate/contain/control/treat or ameliorate Contamination. 2 Environmental Permits As soon as possible after Completion, both shall use reasonable endeavours to obtain the Environmental Permit in the Buyer/newco’s name; the Buyer applies and both co‑operate in good faith,...