Description

Usually, contractual obligations are absolute. However, contracting parties often do provide for non-absolute (or qualified) contractual obligations in their contracts; this may be done using endeavours clauses. Endeavours clauses are clauses wherein the obligor’s obligations are rendered non-absolute, by qualifications such as “reasonable endeavours”, “all reasonable endeavours” and “best endeavours”. For example, an endeavours clause may oblige the obligor to make “all reasonable endeavours” to procure 100 tonnes of rice – in such a case, the obligor is not in breach of contract even if it fails to actually procure the 100 tonnes of rice, as long as it has made all reasonable endeavours to do so. The use of endeavours clauses (typically in commercial contracts) raises interesting practical questions. How are endeavours clauses interpreted by the courts in Singapore? What are the differences between the three variants of endeavours clauses? How can contracting parties use endeavours clauses in an effective way to achieve their desired outcomes? This seminar will seek to address these questions, in view of recent developments in Singapore case law (in particular, Lim Sze Eng v Lin Choo Mee [2018] SGCA 84 and KS Energy Services Ltd v BR Energy (M) Sdn Bhd [2014] SGCA 16). Comparative perspectives will be provided where appropriate.