"What does ‘endeavor’ mean to you?"
"What does ‘endeavor’ mean to you?"
A court case can be lost because of failure to state a cause of action or insufficiency of evidence or a procedural flaw. But can it be lost because of failure to comprehend the meaning of a single word?
It can, as shown by the dismissal of a breach-of-contract case filed in court by a friend of mine several years ago.
My professor in constitutional law, the great Joaquin G. Bernas, S.J., repeatedly told his students that the law was what the Supreme Court says it was. After the failure of my friend’s case I began to wonder whether justices’ and judges’ occasional inability to comprehend the contents of Webster’s Dictionary was also an important determinant of flawed judicial decision making.
The single word that led to the downfall of my friend’s case was “endeavor.” The word “endeavor” is defined in Webster’s and in the Oxford and other dictionaries as “to try to exert effort, to do one’s best” and words of similar import.
In the case that I will discuss here, the word “endeavor” was used in connection with a contract between my friend’s corporate clients and a financial institution calling for my friend to use his financial expertise to get the financial institution to agree to restructure the client’s indebtedness.
The client wanted my friend to commit to a successful outcome of his efforts, but because of the highly delinquent status of the indebtedness, my friend insisted that he could give no assurance of a successful outcome to his negotiations with the financial institution. He could, he insisted, only endeavor to bring about the restructuring of his client’s indebtedness. The client wanted a condonation of all the past-due interest of the indebtedness; again, my friend insisted that he could only endeavor to bring about the desired condonation.
In the end, after the deployment of my friend’s negotiating skills and the use of his professional friendships with the financial institution’s officers, the restructuring was approved by the financial institution’s board of directors, But not all of the desired interest condonation was approved by the board.
Came settlement-of-accounts time.
Notwithstanding that my friend had been able to obtain the desired restructuring—over a period of 10 years with several years of grace—and much past-due interest writeoff, his client was willing to pay him only one half of the agreed fee, arguing that my friend was not able to obtain 100 percent of the desired interest condonation. My friend pressed for payment of his full fee, citing the extreme difficulty he had in getting the financial institution to agree to the restructuring. His client, however, steadfastly refused to pay the balance of the fee. Seeing no other recourse, my friend went to court.
The regional trial court totally adopted the position of my friend’s client —that “endeavor” meant commitment and that my friend had failed to deliver the full interest condonation that he had endeavored to obtain—and dismissed my friend’s complaint. Truth to tell, part of the RTC judge’s decision seemed to have been lifted from the defendant’s answer to the complaint.
My friend, shocked and adamant, took his case to the Court of Appeals. To his further dismay, the CA adopted virtually in its entirety the brief of the appellee (my friend’s client.). The CA clearly had not looked into the issue of whether “endeavor” meant commitment and whether my friend had made a commitment to deliver a particular contractual outcome.
Still unwilling to give up what he though was a just cause, my friend elevated his case to the Supreme Court. In what my friend thought was the unkindest cut of all, the high court did not address the does-endeavor-mean-commitment question. It upheld the ruling of the CA.
The outcome of the professional engagement between my friend and his client was that the client got almost everything stipulated in the contract—including the restructuring of a deadbeat account—while my friend received only 50 percent of the agreed fee. All because of non-comprehension of the meaning of one word.
And the moral of the story? In this country, a professional must never enter into a contract or an agreement that stipulates that he will endeavor to deliver a particular result. People in this country, including magistrates, do not know the meaning of the verb. They think it means to commit, to assure, to guarantee. It doesn’t, of course.
As for my friend, to endeavor is something that he will never again agree to do.
