Vorvertraglicher

Vorvertraglicher refers to obligations and considerations that arise during the negotiation phase before a contract is concluded. In German law, these pre-contractual duties are anchored in the general obligation to act in good faith (Treu und Glauben) under § 242 BGB and in the broader framework of liability for breach of duty (e.g., § 280 BGB). Although there is no separate, standalone statute called “vorvertraglich,” courts recognize a set of pre-contractual duties that parties owe to each other during negotiations.

Pre-contractual duties commonly include the duty to negotiate honestly and with care, the duty to disclose material facts relevant to the contract, and the duty to refrain from misleading or concealing information. Confidentiality during negotiations and the protection of the other party from unnecessary harm or expenditure can also fall within the scope of vorvertragliche Pflichten. The exact scope depends on the context, the parties’ relationship, and the foreseeability of damages.

If a party breaches these pre-contractual duties, the injured party may seek damages for pre-contractual liability (Schadenersatz aus vorvertraglichen Pflichten). Damages may cover reliance costs and other expenditures incurred in anticipation of the contract, and in some cases may lead to contract termination or rescission if negotiations collapse due to a breach.

Typical areas of application include real estate transactions, business negotiations, employment contracts, and other commercial negotiations. The concept emphasizes that negotiations are not free of duties; responsible conduct is expected even before a binding agreement exists.