Damage in pre-contractual liability or in the negotiation phase

Abstract

One of the issues that has recently been of interest to jurisprudence is the issue of liability in the period prior to contracting, or what is called civil liability in the negotiation stage.

Indeed, negotiation requires the two parties to discuss all issues related to the contract to be concluded and to remove any ambiguity or vagueness that surrounds the agreed-upon terms in detail, between the two parties, so that these terms remain clear in meaning and significance, and are then immune to any interpretation or explanation outside the will of the two parties, and the negotiating parties are able to reach the joint acceptance of the contract through negotiation, which forms the foundation and solid pillar on which the construction of the final contract stands.

 Hence, the importance of contractual negotiations in achieving contractual balance is also evident, considering that these negotiations are a preventive means that prevent the disruption of the intended contract. This preventive role of negotiation is confirmed by the efforts of the negotiating parties to achieve it, through their agreement sometimes on what is known as the condition of negotiation to restore balance to the contract. This condition may be included by the two parties in their final contract, whereby they are obligated to negotiate to amend the provisions of the contract if unexpected circumstances arise that would affect the economic balance of the contract. It was therefore imperative for the law to intervene to protect the negotiating parties throughout the negotiation period and even after the end of the negotiation, and to oblige them to the requirements of negotiation and what it requires in terms of good faith, cooperation and trust.