The talks or the pre-contractual stage are a stage which precedes the Négociation by a Contrat.
For the good concluding of contract, two parts can enter in talks in two different ways: either in an abstract way (abstract talks), or in a formal way (formalized talks).
The difference between these two methods depends on the contract and the contracting parts. The led talks in a good way can allow a better interpretation of the contract by the parts (or by the Juge).
The invitation to enter in talks
- Invitation to enter in talks redirects here.
It is a legal disqualification of the Pollicitation. With the difference in the latter, an invitation to enter in talks should not be firm and precise: it must on the contrary be sufficiently fuzzy and open to leave to the traders an important margin of negotiation.
Abstract talks
The entry in talks is based on the principle of liberty contractual.
In the abstract talks one finds this freedom of the negotiators very accentuated: no engagements, right to carry out parallel negotiations (also in a discrete way), right to break the talks. But also the obligation in good faith (the good intention of the parts) must be present in the abstract talks.
Even in this case of abstract talks one can arrive at compensations for a part towards another: it is the faulty rupture of the talks. This rupture is based on the proof of the bad faith of one of the parts. In this case, this part will be obliged to pay a compensation (damages).
Formalized talks
The difference with the preceding case in abstract talks it is that in the formalized talks one finds truths contracts which will engage one or all the parts. It is that one calls the preliminary contracts.
Examples:
-
Letter of intent or draft-agreement which do not engage any part.
- partial Agreement: agreement concluded during the negotiations to clarify essential points.
- Provisional agreement: it is a true contract, it engages.
- Pact preferably: engagement of a part not to conclude by contract with a third.
- Promise of contract: either a unilateral promise of contract, or a synallagmatic promise (see articles and Civil code French)
The method of the talks is determined by the parts which think of carrying out a contract in the future.
Rupture of the talks
It is possible to constantly put a term at the talks under the terms of the principle of contractual Liberté. However this rupture should not be faulty and abusive under penalty of seeing the criminal Responsabilité for that which breaks committed under the terms of the articles and. Consequently, it would be necessary to prove a Faute (a simple fault is enough), a damage and a Causal link. Since the stop Manoukian , one can ask for repair of the abusive ruptures of the talks only of the only negative interest. I.e. one cannot ask for the compensation for the loss of chance to conclude the contract.
See too
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