Precontractuele fase

During the pre-contractual phase, the parties hold discussions and exchange information with a view to concluding a contract. This phase commences upon the first contacts and continues until such time as the agreement is entered into or the negotiations are discontinued.

This phase is significant because the parties are subject to a duty of care during this period and may incur liability for damages if they act negligently, for instance by terminating negotiations without reasonable cause or by withholding material information. This derives from the principle of good faith under Dutch contract law.

In practice, this frequently gives rise to disputes concerning possible compensation, in which the court examines whether a party's actions contravene the requirements of reasonableness and fairness.