Kenneth Adams, via New York Lawyer, dispels the top urban myths of contract drafting for us in this excellent post ("Contract Drafting: Debunking Urban Myths", New York Lawyer, posted 12/2/2005 – free subscription required). Nothing particularly shocking for me in there, but I especially liked his rebuttal to the oft-held belief that "best efforts" means something different than – well, any other type of efforts:

Drafters use a variety of "efforts" phrases: best efforts, reasonable efforts, commercially reasonable efforts, and so forth. The conventional wisdom among corporate lawyers is that best efforts is the most onerous of the "efforts" standards — that the promisor is required to do everything in its power to accomplish the goal, even if it bankrupts itself in the process.

Case law, however, paints a different picture. Courts have not required that a party under a duty to use best efforts to accomplish a given goal make every conceivable effort to do so. Instead, courts have variously held that the standard is one of good faith, diligence or reasonableness. Furthermore, case law suggests that instead of representing different standards, other "efforts" standards mean the same thing as best efforts.

To read the real skinny, read the article. I guess we’ll all have to wait to see what Kenneth has to say about the Lady in White who only appears on Halloween on Route 301. (My personal favorite, however, is Lionel Ritchie in the elevator, since a good friend of my mom’s swore up and down it had "personally" happened to her.)

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