Pre-Contractual Liability

Abstract

This article examines the legal framework governing the pre-contractual period, defined as the interval of negotiations and operations preceding the formal conclusion of a contract. It analyses the nature of obligations arising during this phase, which may be statutory or conventional, determining whether the resulting liability is tortious or contractual. Central to the study is the concept of culpa in contrahendo, which aligns Romanian law with a unified European legal tradition. The research provides a comparative perspective, noting that Germany treats pre-contractual liability as contractual, Italy views it primarily as tortious, and English law generally does not recognize it as a distinct institution. Additionally, the article discusses the application of Article 12 of Regulation (EC) No 864/2007 (Rome II) regarding the law applicable to these obligations. Ultimately, liability is shown to be grounded in the breach of specific duties such as good faith, disclosure, and loyalty.