The New Civil Code (“NCC”) brings about a comprehensive enactment of culpa in contrahendo – “fault in conclusion of a contract”. This legal institution has so far completely absented from the Civil Code and only the court practice would offer some hint as to its applicability. NCC newly emphasises the principle of honest legal affair based on the good faith of the acting party. In specific provisions, NCC explicitly prohibits a party from negotiating a contract while lacking the will to conclude it as well as from abolishing negotiations in an advanced stage without a legitimate reason to do so. Further, contract parties have a mutual information duty regarding any factual or legal circumstances which may the other party deem relevant. If such information is privileged, though, the party which recieved it is bound not to misuse it or disclose it without proper legal grounds. Any act by a contracting party lacking to meet the aforesaid criteria establishes liability to pay damages.
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