VBA Journal

FAL 2016

The VBA Journal is the official publication of The Virginia Bar Association.

Issue link: http://vba.epubxp.com/i/729039

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Page 30 of 42

26 • VBA JOURNAL ADMINISTRATIVE LAW BY MARK C. SHUFORD and LATOSHA M. ELLIS C ontracting parties routinely commit to use their "best efforts" to perform the obligations they've undertaken under their agreement. Rarely will you find a contract where the term "best efforts" is actually defined. While the failure to define the phrase may never become an issue, what happens when it does? is dilemma played out in a recent matter litigated at the Virginia Alcoholic Beverage Control Board involving the Virginia Beer Franchise Act. e case concerned a dispute between a Virginia craft brewery and its statewide wholesaler. Years earlier the parties had executed a distribution agreement that required the wholesaler to use its "best efforts" to distribute and sell the brewery's beer. Arguably, the wholesaler did just that; it sold more of the brewery's beer labels than any other brand in its portfolio, and quadrupled both the volume of sales and the number of accounts over five years. When GOOD Just Isn't GOOD ENOUGH Interpreting Undefined "Best Efforts" Clauses in Virginia

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