Chapter 9 - Conclusion

Summary

The threads running through the previous parts of the study may now be drawn together. This research has focused on the contractual organization of commercial negotiations by letter of intent. The following main research question has been addressed. To what extent can the law, particularly international regulation, accommodate the practice of contractually organizing or ‘privatizing’ negotiations made through a letter of intent? The research was divided in three sub-questions:

– First, what is the nature of a letter of intent?

– Second, what are the similarities in and the differences between the national approaches of the selected jurisdictions to the legal effect and remedial consequences of the contractual organization of negotiations? How can the converging and diverging tendencies be explained?

– Third, how can the existing international approach to contract negotiations formulated in international instruments (e.g., the UPICC, PECL, and DCFR) be interpreted and developed in light of the answers to the previous questions?

The nature of letters of intent and the related remedies were explored from interdisciplinary and comparative perspectives, with the aim at formulating a harmonized approach to letter of intent in international transactions. Chapter 2 was dedicated to the content of the letter of intent. After drawing attention to the practice of negotiations, the study was narrowed to exploration of the ‘dynamics’ of negotiations. These were defined as a specific dimension of contract formation: the management of a transaction. It was argued that the provisions relating to the ‘dynamics’ of negotiations form the content of the letter of intent. This approach underpinned the subsequent parts of the research. Chapters 3, 4, 5, and 6 discussed the general regime of negotiations and the limits of private organization of the ‘dynamics’ of negotiations in the national rules of the selected jurisdictions: the Netherlands, France, England and Wales, and the United States. National approaches were addressed in seeking to identify the converging and diverging tendencies relating to the contractual organization of negotiations by letter of intent. Chapter 7 compared the national approaches and proposed explanations for the similarities and differences observed. Chapter 8 addressed the international uniform hard and soft law. First, it advanced a nuanced view within the debate on the applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG, also referred to herein as ‘the Convention’) to letters of intent.