Certainty of Terms - Vagueness

Question 1

R. v. CAE Industries Ltd.
(Vagueness/Best Effort Clause)

Issues:
- Is the term “best efforts” too vague to be enforceable?

Answer 1

Rules:
- If objectively, intentions of the parties can be collected from the language within the document, the Court must give effect to these intentions.
- If the court can give a vague term a reasonably definite meaning in a contract, then the language is not too vague to be unenforceable.
- Yes, since the words “best efforts” have at least a reasonable meaning and can be interpreted as an obligation to follow and be enforceable when it has been breached. “best efforts” is not too vague.
- “Best effort” clauses are enforceable, as long as we can give it definite meaning, an identifiable standard to see if they have fallen short. So long as there was a mutual understanding of “best efforts”.

Conclusion:
- Best efforts is sufficiently certain to be enforceable.