Does 'commercially reasonable efforts' mean a party has to do everything possible to satisfy a condition?
No — "commercially reasonable efforts" is a real, meaningful standard, but it's deliberately less demanding than an absolute obligation to do literally everything possible, regardless of cost or consequence. It generally requires a party to take the steps a reasonable business in its position would actually take to achieve the specified result, considering ordinary business factors like cost, time, and reasonable risk — not to spend limitlessly, take extraordinary or commercially irrational steps, or guarantee an outcome that isn't actually within that party's control.
Purchase agreements sometimes use tiered language deliberately, distinguishing "reasonable efforts," "commercially reasonable efforts," and stronger formulations like "best efforts," which are generally understood (though not always consistently) to demand progressively more from the obligated party. Because these phrases sound similar but can carry meaningfully different legal weight, which one your agreement actually uses for a given obligation, like pursuing a required consent or approval, matters more than it might seem.
If a specific covenant is important enough to your deal that you need real certainty about what effort standard applies, that's worth clarifying explicitly with defined language rather than relying on a phrase and hoping it means what you assume, which a Treadstone business lawyer can help pin down.
Key takeaways
- "Commercially reasonable efforts" is a meaningful but bounded standard, not a duty to do everything possible.
- It weighs ordinary business factors like cost, time, and risk rather than demanding limitless effort.
- Different effort phrases (reasonable, commercially reasonable, best efforts) can carry different legal weight.
- Clarify which standard applies to any covenant that's genuinely important to your deal.