Term explanation: Reasonable in the legal context
The term Reasonable (English for “appropriate,” “reasonable,” or “acceptable”) is a central term in Anglo-American legal systems, especially in Common Law. It is increasingly used in international treaties, commercial contracts, as well as in German-language legal texts and translations. Reasonable describes an assessment based on objective standards of what can be considered sensible, proportionate, or acceptable in a particular situation. In law, the term differentiates between complete subjectivity and rigid, abstract criteria by taking into account the circumstances of the individual case and the interests of all parties involved.
Areas of application of Reasonable in law
Reasonable in contract law
In contract law, the term frequently serves as an interpretation aid for obligations and entitlements in connection with contract performance, deadlines, and duties to cooperate. Typical formulations are, for example, “within a reasonable time” (within a reasonable period), “at a reasonable price” (at a reasonable price), or “to take reasonable steps” (to take reasonable measures).
The interpretation is based on the objective perspective of the recipient and includes key circumstances such as industry practice, sector standards, and the parties’ legitimate expectations. Reasonable creates a balance between a rigid application of identical standards and a purely case-specific assessment.
Reasonable in tort law (Tort Law)
In tort law, Reasonable forms the basis for attribution of liability and the assessment of duties of care. Well-known are concepts like reasonable person or reasonable care. The so-called “reasonable person” serves as the standard for assessing whether an act was negligent. The question is: Would a reasonable person in the same situation have acted in the same manner?
The “Reasonable Person” as an objective standard
This hypothetical standard does not take into account the individual abilities of the actual actor, but substitutes an average, reasonably careful person. In doing so, it creates an objective foundation for the assessment of care and negligence.
Reasonable in international standards and national law
International treaties and commercial law
In international commercial contracts (such as the UN Sales Law – CISG), Reasonable is a crucial criterion for assessing actions, deadlines, or prices. For example, the delivery period or notification obligation is often measured against the “reasonable time” criterion to account for various commercial practices and cultural differences.
European and German law
Although the term Reasonable originates primarily from the Anglo-American legal sphere, its use has been adopted in European and German law in the context of legal internationalization – especially within contract clauses or as a translation tool. In German law, Reasonable often corresponds to terms such as appropriate, acceptable, necessary or proportionate.
Examples of application in European directives
European Union directives apply similar standards to the Anglo-American Reasonable principle in legal concepts such as “reasonable period,” “acceptable diligence,” or “appropriate effort.”
Standards and criteria for Reasonable assessment
Objective and subjective criteria
The assessment of whether a behavior or deadline is considered reasonable is based on objective criteria such as industry norms, experience values, real-life circumstances, and the measure of a typical, reasonable participant. At the same time, subjective elements—for example, particular knowledge or limitations—are taken into account if they were recognizable to the other party.
Examples of Reasonable standards
- Reasonable doubt (in criminal law): Standard for assessing whether the facts have been proven.
- Reasonable accommodation (in anti-discrimination law): Acceptable adjustments to eliminate disadvantages.
- Reasonable steps/precautions: Necessary and at the same time proportionate measures for risk prevention.
Practical significance and challenges
Flexibility and legal development
Reasonable enables a flexible and practice-oriented application of legal norms. It is intended to prevent rigid rules from having undue effects or the specific case from being treated inappropriately. At the same time, its broad scope for interpretation creates uncertainty for predictions and legal certainty, since clarification is left up to the individual case and the interpretation by courts or arbitral tribunals.
Significance for contract drafting
When drafting contracts, it is recommended to define the term Reasonable more specifically with dedicated clauses to prevent legal uncertainties. Often, an objective standard replaces generic formulations and aids in clarifying contract execution.
Distinction from similar terms
Difference to “necessary” and “required”
While Reasonable aims for a balanced reconciliation of all interests in light of the circumstances, terms like “necessary” or “required” are stricter and allow less discretion.
Relationship to “proportionality”
Reasonable overlaps with the principle of proportionality, but goes beyond it by assessing appropriateness in light of pragmatic and practical considerations and not solely reducing it to a balancing of means and ends.
Conclusion
Reasonable occupies a prominent position in Anglo-American and international legal practice. The term ensures flexible and case-by-case results without losing sight of general binding standards and the requirement of justice. Due to its broad implementation in various areas of law and contract types, Reasonable has also gained significance in continental European legal systems. However, assessment and interpretation in individual cases remain challenging and always require a careful weighing of relevant circumstances and interests.
Frequently asked questions
What is the significance of the term “Reasonable” in contract negotiations under German law?
In German law, the term “Reasonable” is mainly encountered in international contracts or in English-language clauses and usually denotes a requirement of appropriateness or acceptability. Unlike in German, there is no fixed, normative standard for what is considered “reasonable.” Instead, “reasonableness” is determined by the specific circumstances, usual industry practice, and the underlying purpose of the contract. Legally, the term is thus interpreted as a case-by-case assessment, with courts regularly weighing the interests of both parties, objective standards, and the protection of legitimate expectations. Nonetheless, a literal translation to German legal terms is not always possible, which is why the use of “Reasonable” clauses is often supplemented with additional agreements or definitions to minimize legal uncertainty.
How do “Reasonable Efforts” and “Best Efforts” differ in contracts under German law?
The terms “Reasonable Efforts” and “Best Efforts” originally come from the Anglo-American legal sphere and are frequently used in international contracts. “Reasonable Efforts” obligates a party to undertake appropriate and acceptable efforts within what is possible, while “Best Efforts” describes the obligation to try all conceivable measures to achieve the goal, as long as these are still acceptable. In the context of German law, both terms are often interpreted similarly; however, German courts tend to interpret “Reasonable Efforts” as a realistic and proportionate standard, and “Best Efforts” as a heightened (but not unlimited) commitment. More precise distinctions are made based on the specific contract contents, risk allocation, and general principles of good faith (§ 242 BGB).
Does the term “Reasonable” need to be specified in contracts to avoid legal uncertainty?
Yes, it is advisable to specify the term “Reasonable” as much as possible to avoid interpretative leeway and disputes. Since “Reasonable” is not a codified legal term under German law and can entail interpretation difficulties, it is recommended to define or provide examples for the relevant requirements or measures in question. Criteria such as timeframes, scope, and qualitative standards (e.g., according to “industry standards” or “economically reasonable means”) can also be determined. Without such specification, there is a risk that the term will be interpreted differently in the event of a dispute, thereby complicating contract performance or enforcement.
How does the term “Reasonable” affect liability for breaches of duty?
The use of the term “Reasonable” can have direct effects on the scope and limits of liability for breaches of duty. When a contractual service or conduct is required to be “reasonably” performed, the party is generally only liable for violations that fall outside the range of the acceptable or are objectively considered inappropriate. In practice, referencing “reasonableness” protects against excessive liability but definitely does not exclude gross breaches of duty. In the individual case, it depends on whether the party acted in good faith (§ 242 BGB) and within the bounds of what could reasonably be expected. However, transgressions in the form of intent or gross negligence still result in full liability.
Can the term “Reasonable” be enforced before German courts?
In principle, parties can agree on contractual clauses using the term “Reasonable” even though this is not an original German legal term. In case of a dispute, it is then up to the courts to determine the substance and limits of “Reasonableness” based on the general rules of interpretation under German civil law (§§ 133, 157 BGB) and considering good faith. Courts will typically refer to the mutual interests, established industry standards, and contract purpose to determine the required level of appropriateness. However, due to the lack of precedents, there may still be legal uncertainty in individual cases, so specifying the term in advance within the contract is always advisable.
What role does “Reasonable” play in the context of General Terms and Conditions (AGB)?
Special caution is required when using “Reasonable” clauses in General Terms and Conditions. Under German law, AGB are subject to content control (§§ 305 ff. BGB). An unclear or interpretable “Reasonable” clause may be deemed intransparent and therefore invalid (§ 307 para. 1 sentence 2 BGB). Contract partners must, in accordance with the transparency requirement, be able to clearly recognize what exactly is being required. Therefore, the use of “Reasonable” formulations in AGB without further clarifications or examples is generally a risk; a clear and transparent description is essential to ensure the effectiveness of the relevant contract provision.
In which areas of German law is the term “Reasonable” particularly often used?
Although the term “Reasonable” is not an original part of German law, it has, in recent years, entered through the increasing internationalization of contracts, especially in commercial, corporate, and IT law. Typical areas of application are delivery agreements (e.g., “reasonable period of time”), license agreements (“reasonable royalties”), non-disclosure agreements, and service level agreements (“reasonable endeavours”). The term is also used in investment and share purchase agreements regarding obligations, deadlines, or audit requirements. In all these areas, however, adaptation to German legal standards and careful contract terminology are required, as otherwise enforceability and legal clarity may be at risk.
