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No. IV.8.1 - Principle of pre-contractual liability
(a) A party is free to negotiate a contract and is not liable for failure to reach agreement with the other side.
(b) A party who breaks off contract-negotiations in bad faith is liable for the losses caused to the other party ("culpa in contrahendo").
(c) It is bad faith, in particular, for a party to enter into or continue negotiations when intending not to reach an agreement with the other party while leaving the other party under the justified assumption that a contract would be concluded. The same applies if a party insists on contract terms so clearly unreasonable that they could not have been advanced with any expectation of acceptance, provided that there is some demonstrable advantage to be gained for that party by avoiding the contemplated transaction.
This document is cited by:CENTRAL-List of Lex Mercatoria - Principles, No. IV.6.8 - (Re-) Negotiation Agreement / Clause (Pactum de negotiando)
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