Non-Absolute Obligations: Their Interpretation and Effect in Business Contracts
Ter Kah Leng

Abstract
Business contracts impose absolute obligations to perform. However, the ability of the party obliged may be dependent on third party performance or events beyond his control or he may simply be unwilling to undertake an absolute obligation. Endeavours clauses are therefore used to create non-absolute obligations while requiring some real endeavours to achieve the desired contractual outcome. The precise meaning and scope of endeavours obligations and the exact standards of performance lack clarity. Without sufficient clarity, these obligations may fail for want of certainty. Decisions from common law jurisdictions provide pointers but do not all speak with one voice. This legal uncertainty makes non-absolute obligations unpredictable, giving rise to potential risks and increased business costs. Any difference in interpretation is particularly relevant in cross-border transactions involving the laws of different jurisdictions. This paper demonstrates how this lack of clarity affects the obliged party's efforts in discharging endeavours obligations.

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