Afgebroken onderhandelingen en de juridische kwalificatie van voorbehouden

Abstract

broken off negotiations, termination of negotiations, breaking-off negotiations, conditions precedent, conditions (qualification of), costs of negotiations (reimbursement of). According to Netherlands law, anyone who negotiates regarding the conclusion of an agreement cannot – just as in the contractual phase – lose sight of the interests of the other party and his conduct may not only be guided by his own interests but also by the justified interests of the partner in the negotiations. This area of tension forms the core of this doctoral thesis and the central research questions are directly related to this: a) when is it, under Dutch law, no longer allowed for a party to unilaterally terminate negotiations and how does the outcome to this question relate to the principle of freedom of contract? b) how can a situation in which unilaterally terminating negotiations is not or no longer allowed be prevented and what part can the use of (contractual) restrictions play in this? and c) what are the legal consequences if a party unlawfully terminates negotiations? The purpose of this thesis is to present a practice-oriented legal analysis of the doctrine of the terminated negotiations. The status quo of this doctrine is commented on and suggestions are made about areas where in my view this doctrine should develop in another direction and situations that are ambiguous, such as for instance compensation of negotiation costs and various aspects of private international law.