Liability Law for Failed Contract Negotiations: A Comparative, Structural, and Historical Analysis

This book provides the European structure of liability for failed contract negotiations through a comparative lens, with wider lessons for an international context.

The book demonstrates that all the analyzed legal systems, in Belgium, France, Germany, Italy, and the Netherlands, can be best understood through a binary structure in their approach to pre-contractual liability, or culpa in contrahendo. This structure consists of two key elements: first, a general liability framework that allows for compensation of pure economic loss based on certain qualified conduct, such as negligence; and second, an implicit obligation to contract, which, though not explicitly recognized, is presumed in most systems. The book argues that this dual framework provides valuable insights into ongoing scholarly debates and the challenges practitioners face in cases of failed contract negotiations. Drawing on these insights, it proposes a more effective approach to the obligation to contract: one that encourages parties to collaborate in reaching an agreement voluntarily rather than imposing one upon them.

This book will be of interest to researchers in the field of comparative contract and tort law, European private law, and private law theory.

Tom Hick is Senior Research Fellow at the Max Planck Institute for comparative and international private law in Hamburg. He conducts research on comparative law of obligations, comparative succession law, and private law theory with a focus on questions relating to social justice and sustainability. Previously, he has been a research and teaching assistant at the Institute for the Law of Obligations at the KU Leuven, Belgium, where he defended his doctoral dissertation in 2024. He also is a member of various international research groups and of the Friday Group, a Belgian think-tank striving to integrate young Belgian citizens into the public debate on important societal issues.