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Meaning of “all reasonable endeavours”

“All reasonable endeavours” is a term of art, frequently used by contracting parties to qualify their obligations. The judgment made in June 2011, in the English case of Jet2.Com Limited v Blackpool Airport Limited, concerned the use of the term “all reasonable endeavours”, in an aviation agreement between an airline and an airport operator. In the agreement, the airport operator agreed to use “all reasonable endeavours” to provide a cost base that would facilitate the airline's low cost pricing.

The airline claimed that the airport operator was in breach of contract, by refusing to accept departures or arrivals of the airline's aircraft outside its normal hours, which, although not expressly provided for in the agreement, had been practised by the airline for nearly five years during peak seasons, with the airport operator's support.

The airport operator argued that its obligation to use “all reasonable endeavours” did not require it to do anything contrary to its legitimate commercial interests. The airline argued that the airport operator could not simply choose to reduce the level of service committed to in the agreement, potentially down to nothing, simply because it had subsequently decided that it was no longer in its commercial interests to do so.

The court held that when considering an obligation to use “all reasonable endeavours” to obtain something from a third party, sacrifice of one's own commercial interests was not required. The court said that whether “all reasonable endeavours” have been used is highly sensitive to the facts of the particular case and the conclusion reached on one set of facts may be different, even if those facts change in comparatively minor respects. The meaning of the words, the court said, is shaped by their context. Although, accepting that the provision of a cost base required the wide and flexible hours contended for by the airline, the court said that the words “all reasonable endeavours” must impose a lesser obligation than an absolute commitment to provide those specific hours regardless.

The court said it could not have been intended that the airport operator should be able to pick and choose what to do in the light of what suited it or its parent company financially. Opening outside normal hours was part of the service that the airport operator provided and part of the deal and its sudden, unilateral decision to refuse to accommodate the airline's flights except subject to conditions was a serious breach of contract.

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