Little subtlety – big difference.

Language is full of ‘innocent’ subtleties, which may or may not have a significant impact on the meaning. While the difference could be rather obscure in everyday language, in the language of law, however, this may become a crucial matter.

As a translator, I simply crave for finding and resolving these tiny distinctions between one word and the other. It is my everyday bread to discover what impact on the reader this phrase would have and would it make any difference if I used that one...? Yes, these questions are endless.

Right, back to the law. I find it amusing how intralingual interpretations of words and phrases can be a subject matter of a serious legal dispute that needs to be resolved in court. Recently, my attention was attracted by CPC Group Ltd v Quatari Diar Real Estate, which inter alia raised the question of the interpretation of “all reasonable but commercially prudent endeavours”.

It seemed that it wasn’t clear what level of effort this phrase implies and what actions it includes. The court gave an explanation based on three examples:

"reasonable endeavours" means a party taking one course of action, which a reasonable businessperson would consider reasonable, and which would probably not jeopardise the party’s own commercial position.

“best endeavours” again means reasonable action in the opinion of a reasonable businessperson but this is a much higher level of effort, as it implies pursuing not just one course of action but taking all steps in the party’s power which are capable of achieving the objective. “Best endeavours” is not a kind of effort that would put the interest of the party in danger or show utter disregard to shareholders.

“all reasonable endeavours” seems to be placed somewhere between the two above. We are still talking about an effort which a prudent and determined businessperson acting in his own interest would take, and this would mean an effort considerably more intensive than one course of action as in the case of “reasonable endeavours”.

Whether “best”, “reasonable” or “all reasonable”, the way a contract describes the level of effort which should be put by a party has significant meaning on both the performance of the contract itself as well as any litigations which may arise out of it. These intricacies cause confusion even on an intralingual level. It is thus even more important for a translator to use his best endeavours to spot them all and handle them correctly.