Obligation of Means: Reasonable Efforts vs. Best Efforts

By Sarah D. Pinsonnault Under Quebec Civil Law, a debtorof an obligation of means will be found to have performed its obligation if itproves that it acted prudently and diligently and used all reasonable means to striveto achieve the contractually agreed upon result, regardless of whether or not thelatter is actually obtained. In CemarElectro inc. c. Grob Textile, a.g.,2014 QCCS 5814, the Defendant was held to an obligation of means, whereby it hadto use its “best efforts” to advertise and promote the sale of the Plaintiff’sproducts. With time, the Plaintiff however found that the Defendant did not meetthe standard that was expected of it pursuant to the exclusive distributioncontract entered into between the parties. Consequently, the Plaintiff sued theDefendant for alleged lost revenues on anticipated sales and loss of the marketvalue of its product. In order to determine whether the Defendant fulfilled itscontractual obligations, the Court had to first determine… Lire la suite