Define "Reasonable"


Today at work I was discussing a contract with a co-worker. I had given the contractor our new legal conditions to review prior to signing a new contract. The contractor came back and gave me a HUGE list of exceptions to the conditions (legal requirements that they would not agree to).

One of those exceptions was to a phrase that said the contractor will use “best efforts” to accomplish the requirement in that paragraph. They said they preferred “reasonable efforts.” To me, that either sounded like they were quibbling over insignificant details, or they were trying to avoid doing their best. Either way, I didn’t like it and I pushed back. I mentioned it to my co-worker, who informed me that there are legal implications for both phrases, and they each have very specific meanings. “Reasonable efforts” means that the contractor will do what any reasonable and helpful person would do to achieve the goal. “Best efforts” means that they will go above and beyond the call of duty, sacrificing their own interests, doing whatever it takes.

So for example, if my boss asked me to use “best efforts” to get 20 hours of work done before Friday, without charging overtime, that would mean working overnight for free. “Reasonable efforts” would mean, I’ll do what I can to get things done by 5:00 and then that’s all you can expect of me, unless you’re willing to pay overtime. And even then, I pretend to have a life outside of work that I may not be willing to sacrifice.

At first I felt a little ignorant because I had been arguing with the contractor over something I thought I understood, but didn’t understand after all. Then I recognized the opportunity to learn from this.

I think it’s time to go back and check my employment contract… Did I agree to “best efforts” before I knew what that meant? Is this why I’m being asked to do more than what’s reasonable?

Maybe I just need to become better acquainted with the word “delegate.”

And the word, “No.”

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About Craig

Craig lives in Calgary, Alberta.
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