Legal nature of negociants' relations and grounds for their emergence

this article explores the legal nature of pre-contractual relations between parties engaged in negotiations for a civil contract. The qualification of such relations remains a subject of scholarly debate in civil law, as it determines whether obligations are governed by contractual or tort principles. The study examines two dominant international approaches: the French model, which denies the existence of obligations between negotiators and treats pre-contractual misconduct as a tort; and the German model, which recognizes quasi-contractual obligations accompanied by protective duties. Russian legislation incorporates elements of both systems, especially following the 2015 civil law reform, which formally introduced the concept of pre-contractual liability. The article analyzes legislative developments, judicial practice, and scholarly opinions, with particular attention to the standards of good faith and the role of implicit agreements in negotiation processes. It argues for the recognition of both contractual and non-contractual forms of negotiation, where the absence of a written agreement does not preclude the existence of binding obligations. The paper concludes that a case-by-case approach is essential for determining the legal nature of negotiation relations, emphasizing the need for further doctrinal development and clearer criteria to ensure legal certainty and the protection of negotiating parties’ interests.

negotiation, legal relationship, law of obligations, tort law, good faith