etuussopimus

Etuussopimus is a Finnish term referring to a preliminary or priority agreement used to secure terms for a future main contract. It commonly aims to bind the parties to negotiate in good faith, reserve exclusive negotiation rights, or set out essential terms that will govern a forthcoming deal. The agreement typically describes the subject matter, price or price range, and a timeline for entering into the final contract, as well as any conditions that must be satisfied before completion, such as due diligence, permits, financing, or regulatory approvals.

The legal nature of an etuussopimus depends on its wording and the parties’ intent. If the document states a binding intention, it can be enforceable and may give rise to damages or specific performance for breach. If it is framed as a non-binding statement of intent, its obligations may be limited to confidentiality, exclusivity for negotiations, or other narrower commitments. In practice, the enforceability hinges on the clarity of terms and the demonstrable intention to be bound.

Common uses include real estate transactions, where a buyer and seller agree on price and a holding period; corporate transactions such as mergers and acquisitions; and large procurement or development projects where timing and sequencing are important. Etuussopimukset are often contrasted with option agreements (which grant a right to buy under defined terms) and with letters of intent or memoranda of understanding, which are frequently non-binding and exploratory in nature.

See also preliminary contract, good faith negotiations, option agreement.