Pre-contractual liability

Many legal systems (in countries) are moving in the direction of imposing on the parties the obligation to behave fairly when conducting negotiations; violation of such obligation leading to imposition of pre-contractual liability. At this, the duty of good faith, being a base component of the bulk of regulations governing negotiations, gradually came to apply to the classic contract formation procedure as well (for example when unfair conduct of one of the parties preceding acceptance of the offer mislead the other party and resulted in the invalidity of the agreement concluded under such undue influence).

Pre-contractual liability, i.e. the liability imposed for undue behavior at the pre-contractual stage, started its development extra legem, at the level of court practice and business usages, and ?found its way into several legislative acts and regulations.

As concerns qualification of pre-contractual liability, there is no unity among various legal systems worldwide. Pre-contractual liability is qualified as: (1) contractual or quasi-contractual liability imposed for breach of the implied agreement to act fairly at the pre-contractual stage (e.g., this position is adhered to by German and English law); (2) tort liability (e.g., in French law); or (3) liability for breach of a promissory estoppel (common law systems).?