Pre-contractual liability
The sudden interruption of advanced negotiations, such as the sale of a company or a major supply contract, can lead not only to frustration but also to significant economic damage. When time and resources are invested, and legitimate expectations are created for the conclusion of an agreement, an unjustified break by the other party is not an event to be passively endured. Our legal system protects those who have trusted the seriousness of a negotiation, providing a specific defense tool: pre-contractual liability. As an expert lawyer in damages compensation in Milan, lawyer Marco Bianucci assists companies and professionals who have suffered prejudice due to the other party's misconduct during the negotiation phase.
The Duty of Good Faith in Negotiations
The guiding principle governing the negotiation phase is enshrined in Article 1337 of the Civil Code, which requires parties to act in good faith. This does not mean there is an obligation to conclude the contract, but it imposes a duty of loyalty, fairness, and transparency. The violation of this duty occurs when a party, after creating a reasonable reliance on the future conclusion of the contract, withdraws from negotiations without a just cause. This is not a legitimate change of mind but an arbitrary behavior that harms the interest of the party who seriously relied on the positive conclusion of the deal.
When is a withdrawal considered unjustified?
Jurisprudence has outlined some key elements to identify an unjustified break in negotiations. The first is the advanced stage of the negotiation: the closer an agreement is reached on all essential elements, the greater the reliance created. Secondly, the absence of a just cause for withdrawal is necessary. A valid reason could be, for example, the discovery of new relevant information that alters the premises of the agreement. Conversely, a withdrawal based on a mere whim or on receiving a slightly more advantageous offer from a third party, after having implied that the agreement was certain, constitutes behavior contrary to good faith.
The Bianucci Law Firm's Approach
Addressing a dispute for pre-contractual liability requires a precise strategy and solid evidentiary preparation. The approach of lawyer Marco Bianucci, an expert lawyer in damages compensation in Milan, focuses on a meticulous reconstruction of the facts to demonstrate the damage suffered. The first step involves analyzing all available documentation: email correspondence, draft contracts, meeting minutes, and any other evidence attesting to the advanced stage of negotiations and the reliance generated. Subsequently, the damage is quantified, including both expenses incurred unnecessarily (emergent damage) and lost opportunities due to the commitment to the failed negotiation (lost profits). The primary goal is always to reach an out-of-court settlement, but if the other party proves uncooperative, the firm is prepared to take targeted legal action to obtain fair compensation.
Frequently Asked Questions
What damages can I claim if negotiations are interrupted?
In case of unjustified termination, you are entitled to compensation for the so-called 'negative interest'. This includes emergent damage, i.e., all expenses incurred in view of the conclusion of the contract (consultations, travel, expert reports), and lost profits, understood as the loss of other favorable business opportunities that were neglected to dedicate oneself to the subsequently interrupted negotiation.
How can I prove that the other party acted in bad faith?
Proof of bad faith is based on objective elements. It is essential to collect and preserve all written communications (emails, letters), draft contracts exchanged, testimonies of people present at meetings, and documentary evidence of expenses incurred. A detailed timeline of events is crucial to demonstrate the progress of the negotiation and the absence of a just cause for withdrawal.
How much time do I have to take action for pre-contractual damage?
Pre-contractual liability falls under the category of non-contractual liability. Therefore, the right to compensation for damages is generally subject to a statute of limitations of five years from the date on which the wrongful act (the unjustified termination) occurred.
Does the mere interruption of negotiations always entitle to compensation?
No, not always. Parties are free to interrupt negotiations until the contract is concluded. The right to compensation arises only when the withdrawal is without just cause and occurs at an advanced stage of negotiations, such as to have generated concrete and reasonable reliance in the other party on the positive conclusion of the agreement.
Contact the Firm for a Case Evaluation
If your company has suffered economic damage due to an unjustified break in negotiations, it is crucial to act promptly and with a clear legal strategy. The complexity of these situations requires in-depth analysis to assess the validity of your claims. Contact the Bianucci Law Firm, located in Milan at via Alberto da Giussano 26, to submit your case to lawyer Marco Bianucci. You will receive a professional evaluation to protect your rights and recover your losses.