Droit des contrats obligations avec DINH[1].docx

This study guide provides a comprehensive overview of contract law, focusing on the formation, effects, and execution of obligations in civil law jurisdictions. ## Introduction to Contract Law Contract law governs the agreements individuals and entities make. An obligation, in its broadest sense, is a duty imposed by law. More narrowly, it is a legal bond between two individuals: the debtor, who owes a performance, and the creditor, who is owed that performance. This obligation is synonymous with a debt and is the reciprocal counterpart of a claim. According to the Civil Code, obligations arise from legal acts, legal facts, or the sole authority of the law, and also from the voluntary performance or promise of performance of a duty of conscience towards others. ## The Notion of Contract A contract, as defined by Article 1101 of the Civil Code, is an agreement of wills between two or more persons intended to create, modify, transmit, or extinguish obligations. Examples include lease agreements, service contracts, and sales contracts. The fundamental principle is the freedom to contract or not to contract, to choose one's contractual partner, and to determine the content of the contract, within the limits set by law. A contract is formed by the meeting of an offer and an acceptance. It exists from the moment the acceptance reaches the offeror, and its place of formation is the place of acceptance. Contracts lawfully formed have the force of law for those who have made them and cannot derogate from public order, either through their stipulations or their purpose, regardless of whether the latter was known to all parties. ### Contracts and Non-Binding Agreements Some agreements of will do not create legally binding obligations because the parties have not yet entered the legal sphere. These are referred to as acts of courtesy or acts of accommodation. Jurisprudence has addressed scenarios such as hitchhiking, where an accident occurs. The question is whether a transport contract existed. If not, the injured party must seek recourse under tort liability. Courts have generally held that no contract exists in such cases. Similarly, with conventions of assistance, such as a neighbor helping to trim banana trees and getting injured. The question is whether a contract existed, which would potentially lead to better compensation for the injured neighbor. ### Contracts and Unilateral Legal Acts A contract requires an agreement of will between at least two people. For example, in a sales contract, there is an agreement between the seller and the buyer. The question arises whether a single person's will can create an obligation. While a testament is an example of a unilateral act, French law, as reflected in the Civil Code, is cautious about purely unilateral engagements. The example of a reward for finding a lost cat illustrates this: a promise of a reward is often treated as an offer that is accepted by the person who returns the cat, thus forming a contract. ## Classification of Contracts Contracts can be classified based on various criteria, each leading to different legal regimes: ### Classification by Applicable Rules * **Named Contracts (Contrats nommés):** These are contracts that are commonly used and specifically regulated by law (e.g., sale, lease, deposit, insurance). They are subject to general contract rules, as well as their own specific rules found in the Civil Code. For instance, a loan contract is governed by general contract principles and specific rules for loans. In a sales contract, general contract rules apply to consent, while specific rules apply to warranties. * **Unnamed Contracts (Contrats innommés):** These are contracts not specifically regulated by law, often created by custom or practice (e.g., hotel or moving contracts). Their legal regime is exclusively governed by the general law of contracts. A safe deposit box contract is an example, as it is not explicitly defined in law and is therefore subject to the general theory of contracts. The principle of contractual freedom allows parties to create new types of contracts. ### Classification by Mode of Formation * **Consensual Contracts (Contrats consensuels):** These are the general rule, formed by the mere exchange of consent, regardless of the method of expression (Article 1109 of the Civil Code). No specific writing or formality is required for their validity if consent is present. * **Formal Contracts (Contrats formels):** These contracts require the fulfillment of certain formalities for their conclusion. * **Solemn Contracts (Contrats solennels):** Their validity is subject to specific forms prescribed by law, such as a written document, often a notarial deed (e.g., a marriage contract or a conventional mortgage). Article 1109 al. 2 states that a contract is solemn when its validity is subject to legally determined forms. * **Real Contracts (Contrats réels):** Their formation is conditioned by the delivery of the object of the contract (Article 1109 al. 3). Examples include pledge, deposit, and loan. However, this concept is contested; for instance, loans granted by professional credit institutions are no longer considered real contracts, with the delivery of the object seen as the first act of execution rather than a validity requirement. ### Classification by Negotiation Terms * **Contracts of Agreement (Contrats de gré à gré):** These are contracts where the stipulations are negotiated between the parties. Business contracts often fall into this category, as parties defend their interests to reach a compromise. * **Contracts of Adhesion (Contrats d’adhésion):** Defined in Article 1110 al. 2, these contracts contain a set of non-negotiable clauses determined in advance by one party. The other party can only accept the entire set of clauses or reject it, with no room for negotiation. An example is a contract with an airline company. ### Classification by Content * **Synallagmatic Contracts (Contrats synallagmatiques):** Both parties obligate themselves reciprocally towards each other (Article 1106 al. 1). Each party is both a creditor and a debtor to the other. Example: In a sale, the seller must deliver the goods, and the buyer must pay the price. * **Unilateral Contracts (Contrats unilatéraux):** One or more persons obligate themselves towards one or more others without any reciprocal engagement from the latter (Article 1106 al. 2). One party is solely indebted, while the other is solely a creditor. Examples include donations and surety agreements. * **Onerous Contracts (Contrats à titre onéreux):** Each party receives an advantage from the other in exchange for the advantage they provide (Article 1107 al. 1). The advantage received is a counterpart to an obligation on their part. Example: In a sale, the buyer's advantage of acquiring ownership of the property is counterbalanced by the obligation to pay the price. * **Gratuitous Contracts (Contrats à titre gratuit):** One party provides an advantage to the other without expecting or receiving any counter-performance (Article 1107 al. 2). The classic example is a donation, where the donor acts purely gratuitously, often motivated by a "liberal intention." While most unilateral contracts are gratuitous and most synallagmatic contracts are onerous, this is not an absolute rule. * **Commutative Contracts (Contrats commutatifs):** Each party undertakes to provide an advantage to the other that is considered equivalent to what they receive (Article 1108 al. 1). The prestation of each party is certain and known at the conclusion of the contract, reflecting economic justice. Example: A sale, where the item and price are known at the outset. * **Aleatory Contracts (Contrats aléatoires):** The effects of the contract, regarding gains and losses, depend on an uncertain event (Article 1108 al. 2). The prestation of one or both parties is dependent on an uncertain event that determines the contract's balance. There is no certainty as to who will win or lose. Examples include insurance contracts, games of chance, betting, and annuities. For a valid aleatory contract, there must be a genuine chance of gain and loss; if the outcome is certain from the start, the contract is void. * **Contracts with Instantaneous Performance (Contrats à exécution instantanée):** Their obligations can be performed in a single prestation (Article 1111-1 al. 1). Example: A sale, where ownership is transferred and payment is made in one go. * **Contracts with Successive Performance (Contrats à exécution successive):** The obligations of at least one party are performed in multiple prestations spread over time (Article 1111-1 al. 2). Performance is continuous or renewed over time. Examples include leases and employment contracts. ### Classification by Quality of Contracting Parties * **Civil Contracts (Contrats civils):** Contracts concluded by individuals who are not merchants. * **Commercial Contracts (Contrats commerciaux):** Contracts concluded between merchants. Commercial contracts have a different regime, adapted to the speed and demands of business. For example, certain monetary thresholds for written contracts do not apply in commercial matters. * **Contracts between Professionals and Consumers (Contrats de consommation):** A contract concluded between a professional and a consumer. Consumer law aims to balance the inherent inequality between these parties, with specific regulations developed since the introduction of the Consumer Code. ## Guiding Principles of Contract Law The 2016 reform of contract law introduced guiding principles into the Civil Code (Title III, Articles 1100-1303-4): ### Freedom of Contract (Liberté contractuelle) Article 1102 of the Civil Code states that "Everyone is free to contract or not to contract, to choose their co-contractant and to determine the content and form of the contract, within the limits fixed by law." This principle, derived from the theory of autonomy of the will, has several facets: * Freedom to contract or not to contract. * Freedom to choose one's co-contractant. * Freedom to determine the content and form of the contract. ### Binding Force of Contract (Force obligatoire) Article 1103 of the Civil Code proclaims that "Contracts lawfully formed have the force of law for those who made them." This signifies the power of the parties' will. While the law has gained importance since 1804, the XIXth century was marked by a liberal system emphasizing the autonomy of the will. ### Good Faith (Bonne foi) Article 1104 al. 1 states that "Contracts must be negotiated, formed, and performed in good faith." This principle is of public order, meaning it cannot be derogated from. It applies to the negotiation, formation, and execution phases of a contract. ## FORMATION OF THE CONTRACT ### Chapter 1: Constituent Elements of the Contract Article 1128 of the Civil Code lists the necessary conditions for the validity of a contract: 1. **Consent of the parties:** Did the parties intend to be bound? 2. **Capacity of the parties:** Are the parties legally able to contract? 3. **Lawful and certain content:** Is the subject matter of the contract legal and clearly defined? Form requirements are also important, though the principle of consensualism generally prevails. #### Section 1: Capacity to Contract * **Contracting for Oneself:** * **General Principle:** Article 1145 al. 1 states that any natural person can contract, except where law provides otherwise. Capacity is a fundamental attribute of legal personality. * **Exceptions:** Article 1146 lists those incapable of contracting: * Unemancipated minors. * Protected adults (as defined by Article 425). * **Incapacities of Exercise:** These affect the ability to exercise one's rights freely and require the assistance of a third party (e.g., unemancipated minors represented by legal administrators or tutors). Exceptions exist for minor acts of daily life. * **Incapacities of Enjoyment:** These are outright prohibitions on concluding certain contracts, often due to existing relationships that could lead to abuse (e.g., a tutor cannot buy the assets of the person under their protection). * **Legal Persons:** Their capacity is limited by their form and object, subject to the principle of specialty (they must act within their stated purpose). * **Sound Mind:** Even capable individuals must be of sound mind at the time of contracting. Article 414-1 requires mental soundness for a valid act, with the burden of proof on the party alleging mental disturbance at the time of the act. * **Contracting for Others (Representation):** This occurs when one person acts on behalf of another. The power of representation can be: * **Legal:** Parents representing their unemancipated children, or company directors representing legal entities. * **Conventional:** Based on a power of attorney (procuration). * **Judicial:** Ordered by a judge. #### Section 2: Consent For consent to be valid, it must exist and be free and informed. * **Existence of Consent:** This requires a meeting of wills, which can be instantaneous or progressive. * **Instantaneous Meeting of Wills:** * **Offer (Pollicitation):** Defined by Articles 1113 to 1122, an offer is a firm proposal to conclude a determined contract with determined conditions. It must be firm (expressing the offeror's intent to be bound) and precise (containing all essential elements). A lack of precision or firmness constitutes an invitation to enter into negotiations (pourparlers), not an offer. A quotation is typically an invitation to negotiate. * **Revocation of Offer:** Generally, an offer can be freely revoked until it reaches the recipient (Article 1115). However, if a deadline is set or a reasonable time has passed, revocation may be prohibited. An illicit revocation engages the offeror's extra-contractual liability for damages, but not the conclusion of the contract itself. * **Lapse of Offer (Caducité):** An offer lapses upon expiration of its deadline, after a reasonable time, or upon the death or incapacity of the offeror (Article 1117). * **Acceptance:** Defined by Article 1118, acceptance is the manifestation of the offeree's will to be bound by the offer's terms. A counter-offer rejects the original offer. Acceptance can extend to annexes and advertising materials if they were accessible and influenced consent. Small print clauses may be deemed invalid if not clearly brought to the party's attention. Acceptance can be express or tacit. * **Silence as Acceptance:** Generally, silence does not constitute acceptance (Article 1120). However, exceptions exist when law, established business relationships, professional usage, or the exclusive interest of the recipient implies acceptance. * **Progressive Meeting of Wills (Negotiations and Preliminary Contracts):** * **Pourparlers (Negotiations):** These are discussions leading up to a contract. Parties are free to break off negotiations, but must do so loyally. A breach of good faith during negotiations can lead to extra-contractual liability (Article 1240), primarily for actual losses, not lost profits (as per jurisprudence like Manoukian). Parties can contractually regulate negotiations. * **Preliminary Contracts (Avant-contrats):** * **Pact of Preference:** A promise to offer a contract to a specific beneficiary first. If the promisor breaches by contracting with a third party, the beneficiary can seek damages or, if the third party knew of the pact, substitution. Third parties can inquire about the beneficiary's intention via an "action interrogation" (Article 1123). * **Unilateral Promise of Contract:** A contract where one party (promisor) grants the other (beneficiary) the right to opt for the conclusion of a contract. The beneficiary's acceptance forms the contract. Revocation by the promisor is ineffective if the beneficiary exercises their option (Article 1124). * **Contracts between Absent Parties:** * **Contracts by Correspondence:** The Civil Code adopts the "theory of reception," meaning the contract is formed when the acceptance is received by the offeror (Article 1121). This protects the offeror's interests. * **Electronic Contracts:** Article 1127-2 requires the recipient to have the possibility to verify and correct order details before confirming acceptance ("double-click" rule). The offeror must acknowledge receipt electronically. #### Section 2: Protection of Consent * **Vices of Consent (Vices du consentement):** Article 1130 states that error, fraud (dol), and duress (violence) vitiate consent if, without them, the parties would not have contracted or would have contracted on substantially different terms. * **Error (Erreur):** A mistaken belief about an essential element of the contract. * **Obstacle Error (Erreur-obstacle):** An error so fundamental that it prevents the meeting of wills, leading to the non-formation of the contract (e.g., one party believes they are selling, the other believes they are renting). * **Error as a Vice of Consent:** Article 1132 states that error of law or fact, unless inexcusable, nullifies a contract if it concerns the essential qualities of the prestation or the co-contractant. * **Existence of Error:** A discrepancy between belief and reality. * **Doubt:** Doubt about authenticity (e.g., a painting's attribution) can lead to nullity if the seller held a mistaken conviction that it was not genuine. However, if the parties accept the uncertainty (aléa), error is excluded (e.g., "Attributed to Fragonard"). * **Error on One's Own Prestation:** Generally permissible if it affects essential qualities or was known to the other party. * **Error of Fact vs. Error of Law:** Both can vitiate consent, as the maxim "ignorance of the law is no excuse" does not prevent an error of law from being a cause for nullity. * **Appreciation Date:** Error is assessed at the time of contract formation. * **Object of Error (Article 1132):** Must concern essential qualities of the prestation or the co-contractant. * **Essential Qualities of Prestation:** Subjectively determined (qualities that primarily motivated the party) and must have been brought to the other party's knowledge. * **Essential Qualities of Co-contractant:** Generally not a cause for nullity unless the contract is concluded *intuitu personae* (considering the specific person). * **Excusable Error:** An error is excusable if it is not due to excessive negligence. * **Inexcusable Errors:** Errors on value (Article 1136) and motives (Article 1135) are generally not grounds for nullity unless incorporated into the contract through an express stipulation. * **Fraud (Dol):** Article 1137 defines dol as obtaining consent through maneuvers, lies, or intentional concealment of determinative information. * **Material Element:** Maneuvers, lies (oral or written), or intentional concealment (reticence dolosive). *Dolus bonus* (exaggerated praise) is generally not sanctioned. * **Intentional Element:** The perpetrator must have intended to deceive. * **Author of Dol:** Generally, dol must emanate from the co-contractant. Exceptions exist if it comes from a representative, accomplice, or in gratuitous contracts. * **Determinative Error:** The error induced by dol must have been decisive. * **Object of Error:** Unlike simple error, dol can vitiate consent even if the error concerns value or motives. * **Duress (Violence):** Article 1140 defines violence as pressure from a constraint that instills fear of exposing one's person, fortune, or relatives to considerable harm. * **Threats:** Can be moral or pecuniary. * **Illegitimate Nature:** The threat must be illegitimate. * **Fear of Considerable Harm:** The threat must be such as to determine consent. * **Origin of Violence:** Can come from the co-contractant or a third party. Article 1143 addresses abuse of a state of dependence, creating a form of violence if an excessive advantage is obtained. * **Effects:** Violence leads to the nullity of the contract and may engage liability for damages. * **Preventive Measures:** The law also promotes measures to prevent vitiated consent. * **Information Obligation (Article 1112-1):** A party must provide information if they know it, it is determinative of the other party's consent, and the other party is legitimately ignorant or trusts them. Failure to inform can lead to damages, but not necessarily nullity unless it constitutes dol. * **Reflection Periods:** Legislators impose reflection (before contract formation) and withdrawal (after formation) periods, especially in consumer contracts, to allow parties time to consider their commitment. #### Section 3: Content of the Contract The contract's content must be lawful and certain. * **Lawful Content (Contenu licite):** Contracts cannot contravene fundamental values protected by law, such as public order, good morals, and fundamental rights (Article 6). * **Certain Content (Contenu certain):** The prestation must exist and be possible (Article 1163). It must also be determined or determinable. For goods of a specific type, determination of quantity, quality, and nature is sufficient. Prices in certain service contracts or framework agreements may be determinable rather than fixed at formation. * **Contractual Balance:** While the principle of contractual freedom allows for imbalances, severe disproportions or lack of counter-performance can be sanctioned in specific cases. * **Lesion:** Generally not a cause for nullity (Article 1168), except for minors, protected adults, and specific contracts like real estate sales (if the seller is affected) or partitions. * **Abusive Clauses (Clauses abusives):** In consumer law, clauses creating a significant imbalance between the rights and obligations of parties are deemed abusive and reputed non-written (Article L212-1 of the Consumer Code). This applies to professional-consumer contracts. There are "black lists" (irrebuttably presumed abusive) and "grey lists" (presumed abusive, subject to contrary proof) of such clauses. * **Significant Imbalance in Contracts between Professionals:** Article L442-1 of the Commercial Code addresses significant imbalances in commercial relationships. * **Article 1171 of the Civil Code:** Sanctions abusive clauses in adhesion contracts that create a significant imbalance, deeming them non-written. * **Lack of Counter-Performance:** An onerous contract is void if, at its formation, the counter-performance is illusory or derisory (Article 1169). #### Section 4: Form * **Principle of Consensualism:** Contracts are generally formed by the mere exchange of consent (Article 1109). * **Limits to Consensualism:** * **Formalism for Validity:** Some contracts require specific forms (real or solemn) for their validity (e.g., delivery for real contracts, writing for solemn contracts). * **Informative Formalism:** Requirements for specific information to be included in contracts, particularly in consumer law (e.g., right of withdrawal). * **Formalism for Proof:** Written evidence is required for contracts exceeding a certain value (e.g., 1,500 euros, Article 1359). * **Formalism for Opposability:** Certain formalities are needed to make a contract effective against third parties (e.g., land registration). ## Sanction for Defects in Contract Formation If a contract fails to meet formation requirements, it is subject to nullity. ### Notion of Nullity Nullity is the retroactive annulment of an act due to a defect in its formation. It differs from: * **Resolution:** Annulment due to a problem in execution. * **Lapse (Caducité):** When an element essential to a validly formed contract disappears later. * **Inopposability:** The contract is valid between parties but not against third parties. ### Absolute vs. Relative Nullity This distinction is crucial for who can invoke nullity: * **Absolute Nullity:** Applies when a rule protecting general interest is violated (e.g., contracts contrary to public order or good morals). Any interested party, including the public prosecutor, can invoke it. * **Relative Nullity:** Applies when a rule protecting a private interest is violated (e.g., vices of consent, incapacity of exercise). Only the protected party can invoke it. ### Conditions for Nullity * **Who can invoke:** Depends on whether nullity is absolute or relative. * **Confirmation:** The protected party can waive their right to invoke relative nullity after the contract is formed, with full knowledge of the facts. * **Prescription:** Actions for nullity are generally subject to a five-year prescription period, which starts from the discovery of the vice for error/dol, or from the cessation of duress. The exception of nullity is perpetual. ### Effects of Nullity * **Retroactive Annulment:** The contract is deemed never to have existed. * **Restitutions:** Parties must return what they received under the nullified contract. * **Responsibility:** The party at fault for the nullity may face tort liability. ## Effects of Contracts ### Title 1: Effects of the Contract Between Parties #### Section 1: Binding Force of Contract * **Principle:** Contracts have the force of law between parties (Article 1103) and are generally irrevocable except by mutual consent (Article 1193). * **Good Faith:** Parties must perform contracts in good faith (Article 1104). * **Revision for Unforeseen Circumstances (Imprévision):** Article 1195 allows for renegotiation or judicial adaptation of contracts if unforeseen circumstances make performance excessively onerous. #### Section 2: Transfer Effect of Contract * **Transfer of Ownership:** Generally occurs upon contract formation by consent alone (solo consensu), unless otherwise stipulated or dictated by law (Article 1196). * **Transfer of Risk:** Generally follows the transfer of ownership, but parties can agree otherwise. #### Section 3: Non-Performance of Contract When a party fails to perform, the other party has several remedies: * **Force Majeure (Article 1218):** An unforeseeable, irresistible, and external event that prevents performance. It can suspend or resolve the contract, and the non-performing party is excused. * **Exception of Non-Performance (Article 1219):** A party can refuse to perform if the other party has not performed and the non-performance is sufficiently serious. This can also be invoked in anticipation of non-performance (Article 1220). * **Forced Performance:** The creditor can demand forced performance of the obligation, subject to impossibility or manifest disproportion (Article 1121). * **Price Reduction (Article 1223):** In case of imperfect performance, the creditor can reduce the price. * **Resolution of Contract (Article 1224):** The contract can be terminated retroactively due to serious non-performance, either through a resolutory clause, unilateral notification, or judicial decision. * **Contractual Liability (Articles 1231 et seq.):** Damages can be claimed for breach of contract. This requires proof of a contractual fault, damage, and a causal link. Distinction is made between obligations of means and obligations of result. Limitations on liability apply, except for gross or fraudulent fault. #### Chapter 4: Duration of the Contract * **Fixed-Term Contracts (Contrats à durée déterminée):** Automatically end on a specified date. Legal provisions may set minimum or maximum durations. Parties are generally bound until the term. * **Indefinite-Term Contracts (Contrats à durée indéterminée):** Can be terminated unilaterally by either party at any time, subject to a reasonable notice period, to protect individual liberty. This right of termination is subject to the control of abuse. ### Title 2: Effects of the Contract Towards Third Parties #### Section 1: Relative Effect of Contract * **Principle:** Contracts only create obligations between the parties (Article 1199). * **Exceptions:** * **Promise of Guarantee (Promesse de porte-fort, Article 1204):** One party guarantees the performance of a third party. * **Stipulation for a Third Party (Stipulation pour autrui, Article 1205):** A contract where one party obtains a promise from the other to perform for the benefit of a third party. * **Direct Action (Action directe):** In specific cases (e.g., subcontracting, insurance), a creditor can sue the debtor's debtor directly. #### Section 2: Opposability of Contract * **Principle:** Third parties must respect the legal situation created by a contract (Article 1200). * **Simulation:** Parties may conceal their true intentions through an apparent contract and a counter-letter. Third parties can choose to invoke either the apparent contract or the counter-letter. ### Chapter 3: Non-Performance of Contract * **Remedies:** Creditors have various remedies, including force majeure, exception of non-performance, forced performance, price reduction, resolution, and contractual liability. --- This comprehensive study guide aims to cover the essential aspects of contract law as presented in the document, providing a solid foundation for exam preparation. Remember to consult the specific articles of the Civil Code for precise legal definitions and nuances.

## Glossary | Term | Definition | |---|---| | Obligation | In a broad sense, a duty imposed by law. In a narrow sense, a legal link between two persons where one, the debtor, is bound to perform a service for the other, the creditor. It is synonymous with debt and represents the negative aspect of a claim. | | Contract | An agreement of wills between two or more persons intended to create, modify, transmit, or extinguish obligations. It is formed by the meeting of an offer and an acceptance. | | Legal Act | A manifestation of will intended to produce legal effects. This can be unilateral (e.g., a will) or bilateral (a contract). | | Legal Fact | An event to which the law attaches legal consequences, regardless of the will of the persons concerned (e.g., a tort). | | Public Order | A set of fundamental principles that a legal system considers essential for the functioning of society and that cannot be derogated from by private agreement. | | Good Morals | Refers to prevailing societal moral standards, particularly concerning sexual morality, which can evolve over time. | | Consent | The meeting of wills between parties, expressing their agreement to be bound by the terms of a contract. | | Capacity | The legal ability to enter into contracts. Certain individuals, such as minors and protected adults, have limited capacity. | | Offer (Pollicitation) | A firm proposal to conclude a specific contract under determined conditions, expressing the offeror's will to be bound if accepted. | | Acceptance | The manifestation of will by the offeree to be bound by the terms of the offer. | | Force Majeure | An unforeseeable, irresistible, and external event that prevents a party from fulfilling its contractual obligations. | | Resolution | The retroactive termination of a contract due to a problem in its execution. | | Nullity | The retroactive annulment of an act due to a defect in its formation. | | Inopposability | A situation where a contract is valid between the parties but cannot be enforced against third parties. | | Promissory Estoppel (Pacte de préférence) | An undertaking by one party to offer a contract to a specific beneficiary first, should they decide to enter into such a contract. | | Unilateral Promise (Promesse unilatérale de contrat) | A contract where one party grants the other the right to choose to conclude a contract. | | Consensualism | The principle that a contract is formed by the mere exchange of consent, without requiring any specific form. | | Formalism | The requirement of specific forms for the conclusion, proof, or opposability of a contract. | | Good Faith | A fundamental principle requiring parties to negotiate, form, and execute contracts honestly and fairly. | | Force Obligatoire | The principle that legally formed contracts are binding on the parties as if they were law. | | Contractual Liability | Legal responsibility arising from the breach of a contractual obligation. | | Tort Liability (Extra-contractual Liability) | Legal responsibility arising from a wrongful act or omission causing harm to another, independent of any contract. | | Rescission | A form of nullity specifically used when the defect affecting the contract is lesion (a significant imbalance in prestations). | | Voidable Contract | A contract that can be annulled by one of the parties due to a defect in its formation (e.g., a vice of consent). | | Void Contract | A contract that is considered null from its inception due to a fundamental defect. | | Stricto Sensu (in the strict sense) | Referring to a specific, precise meaning. | | Pacta sunt servanda | Latin for "agreements must be kept," emphasizing the binding nature of contracts. |