A Comparative Study of the Criteria for Identifying Ineffective Statements in Preliminary Negotiations Based on Judicial Practice

Jahanshahi, Artin; Taleb Ahmadi, Habib

doi:10.22106/jlj.2025.2057152.6261

A Comparative Study of the Criteria for Identifying Ineffective Statements in Preliminary Negotiations Based on Judicial Practice

Document Type : Research/Original/Regular Article

Authors

Artin Jahanshahi ¹

Habib Taleb Ahmadi ²

¹ Ph.D Candidate in Private Law, Faculty of Law and Political Sciences, University of Shiraz, Shiraz, Iran

² Assistant Professor, Faculty of Private and Islamic Law, University of Shiraz, Shiraz, Iran.

10.22106/jlj.2025.2057152.6261

Abstract

Although pre-contractual statements may create expectations for both parties, not all of them have legal effects. Ineffective statements refer to those that cannot be relied upon in legal relations and whose breach does not impose liability on the speaker. Such statements are usually presented as an introduction to the main negotiations and, unlike effective statements, cannot serve as the basis for legal consequences. Distinguishing effective from ineffective statements among a large volume of preliminary negotiations, especially in significant transactions, is not always straightforward. This study, using a descriptive-analytical method and library sources, seeks to answer the question of how ineffective statements can be distinguished from other pre-contractual statements and which criteria should be considered for this purpose. In this regard, it provides clear and reliable criteria, among which the most important include the absence of an intention to be legally bound, the promotional nature of the statements, general or vague remarks, statements that do not contribute to completing the contract, and changes in circumstances or a long time gap between the statements and the contract formation.

Keywords

Contractual Liability

Effective Statements

Ineffective Statements

Judicial Practice

Pre-Contractual Period

Preliminary Negotiations

Subjects