Legal Framework of a Contract Negotiation

The legislator, implementing the provisions of the Principles of International Commercial Agreements (the Unidroit Principles), Federal Law No. 42-FZ of 08.03.2015 "On Amending Part One of the Civil Code of the Russian Federation", amended the Civil Code of the Russian Federation and included Art. 434.1 of the Civil Code, providing for responsibility for dishonest negotiation. The urgency of the legislative novel was to establish the freedom of the parties to negotiate (the expansion of the principle of freedom of the contract specified in Article 421 of the Civil Code of the Russian Federation), the formation of a new institution of pre-contractual liability, the formulation of possible options for dishonest actions in the negotiations and the establishment of responsibility for them. So far, the most approximate to the concept of the protection of law, violated during the negotiations, were art. 178, 179 of the Civil Code of the Russian Federation. However, their main goal is to protect through the recognition of an already concluded transaction invalid. According to the new doctrine, the protection of the injured party is also possible in the absence of a concluded contract and it is aimed at recovering losses caused by the unfair conduct of the other party. The approach to the development of civil law by borrowing foreign norms is not new. Nevertheless, it is associated with a number of possible problems. It must be taken into account that the borrowed norm is the result of the natural development of the social relations regulated by it. If certain rules are not observed, a situation may arise where the implemented norm, despite its potential usefulness, will be used incorrectly or not used as unnecessary for society.