Précontratual

Précontratual refers to the phase of negotiations and discussions that occur before a formal contract is signed. It encompasses all activities undertaken by parties to reach an agreement, including exchanging information, defining terms, clarifying expectations, and sometimes conducting due diligence. This stage is crucial for establishing a solid foundation for the future contractual relationship.

During the précontratual phase, parties may exchange preliminary documents such as letters of intent, memorandums of understanding, or term sheets. These documents often outline the key commercial terms and conditions that are intended to be included in the final contract. They serve to confirm mutual understanding and provide a framework for further negotiation.

It is important to note that in many legal systems, commitments made during the précontratual phase may not always be legally binding unless explicitly stated. However, parties are generally expected to negotiate in good faith. A breach of this duty of good faith, such as withdrawing from negotiations without a valid reason after creating a reasonable expectation of agreement, can sometimes lead to legal consequences, such as claims for damages. The specific legal implications of précontratual discussions can vary significantly depending on the jurisdiction and the nature of the negotiations.