Can I interrupt the negotiations of a contract when and how I want?

The forming period of contract (the period of pre-contracutal negotiation) has a signifiant influence
concerning the mode in which the prefigured contract will be executed by the parties.

It s absolutely necessary that the parties know the rights they have during this period and, particularly,
they should know the limits of these rights and how should be executed in order to be protected
from an eventually liability for infringing the obligations or for an abusive exercise of the rights
provided by the law.

The Civil Code, in the art. 1183 para. (1), specifically stipulates that the parties have the freedom
of intiating, developing and interrupting the negotiations and they can t be held responsible for
their fail.

Foremost, the aspect upon which we must look, in relation to good faith, is the freedom of interrupting
the negotiations, which under the law seems to be absolute. This discretionary right of the negotiator
has the presumtion of good faith, as is provided by the art. 14 Civil Code.

However, which is the limit of this freedom?

In other words, which will be the point of distinction which shifts the good faith in bad faith
concerning the interrupting of the negotiations by one of the parties?

The limit is imposed by the same article 1183, in the subsequent paragraphs. So, the part who engages
into a negotiation must respect the requirements of good faith. A behavior against good faith,
therefore which exceeds the freedom of the parties in negotiation, can consist in the behavior of the
part which initiates or continues the negotiations without the intention of signing the contract.

On the other hand, which cand be the solution in case of unexpected interrupting of negotiation?
Although we don t have a legal text, from art. 1183 results that if a part interrupts negotiations without
legitimate reasons, then that part has a bad faith behavior. In this case, the part can respond for the
demanges caused to the other part.

The solution consist in establishing of a fair relation between the freedom of negotiating and the
obligation of good faith. Considering these landmarks, we can say that the situation of interrupting
the negotiations in an advanced stage represents a bad faith behavior.

For example, if the essential elements of the contract were already been established or if the parties
started to prepare the begining of the contract and for that they had some costs, then the interrupting is
made with bad faith, in the absence of valid reasons.

As a rule, the interruption of negotiation doesn t produce legal consequences, meaning that the
part who has this type of behavior will not be held responsible for it. However, the part who
initiates, continues or interrupts the negotiations against good faith responds for the demange
caused to the other part. For establishing the expanseof the demange, it s necessary to take account
for the charges engaged in order to negotiate, for the waiver of other offers and any other similar
situations which are going to be analyzed in concreto.
Your behavior during the negotiation can cost you! Make sure you act with good faith. It s not
excluded the potential liabiliy, especially when the evidence will lead to the assumption of the
unexpected interrupting of negotiations.