Liability Arising from Parallel Negotiations in Concluding Commercial Contracts

During the preliminary negotiations for concluding commercial contracts, it is possible that one of the parties does not content to the negotiations with the other party and at the same time, discuss the desired commercial contract with other persons; because parallel negotiations make it possible to obtain goods and services with more desirability. Acceptance and application of the principle of freedom of contract in the legal system of different countries requires that, in principle, a person who has conducted parallel negotiations not be held responsible. However, in some cases, the parallel negotiator may be held liable under the rules of the contractual or non-contractual liability. If in the preliminary negotiations, one or both parties have undertaken not to negotiate in parallel with the third party for a certain period of time, the non-fulfillment of this obligation will result a contractual liability. In the absence of such an obligation, fault in parallel negotiations can result non-contractual liability. Both types of liability, which are explicitly accepted in the law of some countries, such as France and Britain, are, as the case may be, compatible with the rules and principles governing contractual and non-contractual liability in Iranian law.