Q1: “[T]he Company will make every best effort to construct the pairing in compliance with Section 10 of the JCBA. ” And how exactly will the Company define “every best effort?”
Q2: Ok… define “every best effort,” and how is there accountability/proof in “every best effort”? What will that look like? Could there be a loophole?
A: The verbiage “every best effort” is used twice in the Merger Agreement:
- “The Company agrees to every best effort to meet the implementation time frames specified within each Agreement above,” [Merger Agreement]; and
- “In the event that Full Implementation is delayed past March 2, 2019, then all pairings will be constructed under the provisions outlined in the JCBA in Section 10 [Scheduling]. Additionally, for any pairings created after the initial bid award the Company will make every best effort to construct the pairing in compliance with Section 10 of the JCBA” [L-VX FA Transition Agreement: Delay of JCTE].
Legal agreements often refer to obligations being performed to a certain standard, which can be expressed multiple ways. “Reasonable efforts” and “best efforts” are often used. “Best efforts” or “every best effort” is one of the highest standards. Such language indicates that “everything that can be done should be done” and provides a basis for pursuing a grievance in the event that management misses the contractual timelines outlined in the Merger Agreement.