Selected Cases by Article & Issues
(1) A party is free to negotiate and is not liable for failure to reach an agreement.
(2) However, a party who negotiates or breaks off negotiations in bad faith is liable for the losses caused to the other party.
(3) It is bad faith, in particular, for a party to enter into or continue negotiations when intending not to reach an agreement with the other party.
|1||Freedom of negotiation (see Art. 1.1)||1|
|2||Negotiating in bad faith||2|
|2.1||Entering into or continuing negotiations without any intention to reach agreement||1|
|2.2||Fraudolent or negligent misrepresentation||1|
|2.3||Non disclosure of relevant facts|
|2.4||Breach of confidentiality (see Art. 2.1.16)|
|2.5||Breaking off negotiations abruptly and without justification||3|
|3||Liability for negotiating in bad faith|
|3.1||Liability limited to losses caused to the other party (so-called reliance or negative interest)||2|
|4||Agreement to negotiate in good faith||3|
|4.1||All appropriate remedies for non-performance available, including right to performance and other remedies reflecting the expectation or positive interest||3|