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6 Hous. J. Int'l L. 37 (1983-1984)
Preliminary Agreements in International Contract Negotiation

handle is hein.journals/hujil6 and id is 45 raw text is: PRELIMINARY AGREEMENTS IN INTERNATIONAL CONTRACT NEGOTIATION Joanna Schmidt* Portugal . . . a taste of sun. . . Fresh. . . Calm. . . Mild .... Come to where the flavor is . . . America's ultimate taste. . . . The successful range for men of the world all over the world.' If brains and money are spent on constructing them, it is because those apparently innocent sentences are the first steps in precontractual negotiations. But from the moment such an invitation to deal becomes known to a reader to the moment the negotiations are concluded in the form of a definitive contract, various legal relations may be established between the parties. In many everyday contracts, the stages of negotia- tion and conclusion coincide and consist of an instant meeting of offer and acceptance. In other instances, negotiations may be longer and more elaborate. Offers and counter-offers may be exchanged and dis- cussed for months or years . . . you do not buy a Concorde as you would buy a car. The legal consequences of the discussion may even become more precise and authoritative if, during the negotiations, the parties come to an agreement in order to prepare the conclusion. Such agreements may have the legal effect of a binding contract; they are distinguishable from the definitive contract only by their object, which is to prepare the latter. Negotiation of business and industrial contracts offers many exam- ples of such preliminary agreements. This practice is recognized under various titles: letters of intent, options, promises, etc. But the legal ef- fect of a contract does not depend on the label given to it by the parties, but on its content. In spite of their growing practical importance, pre- liminary agreements have received little attention in legal writings,2 * Docteur en Droit (Ph.D.), Associate Professor of Law, University of Lyon (France); Director, Institute of Business Law; Professor, Center for International Studies on Industrial Property (C.E.I.P.I.), University of Strasbourg (France). Professor Schmidt's article on the European Patent appeared in issue 3:2. 1. Various phrases taken from Time magazine advertisements. 2. Italian Law: BALBI, IL CONTRATTO ESTIMATORIA, (2d ed. 1960); VISALLI, IL CON- TRATro ESTIMATORiO, (1964); ALABisO, IL CONTRATrO PRELIMINARE, (1966); RASCIO, IL CONTRATTO PRELIMINARE, (1967). German law: HENRICH, VORVERTRAG, OPrIONSVER- TRAG, VORRECHTSVERTRAG: EiNE DOGMATIsCH-SYSTEMATISCHE UNTERSUCHUNG DER

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