The unexpected comparison between lock-out agreements and non-alienation clauses

Abstract: The present article traces the legal development of lock-out agreements as a means to fill the legislative gap on pre-contractual liability in English law. The essence of this agreement lies in the temporary obligation, assumed by the seller of an object, not to enter into new negotiations and to dismiss existing negotiations with any other person except the contracting party. Within the set period of time, parties can (and should) make an effort to reach an understanding upon all aspects of a prospective sale-purchase contract. It would seem that this contract includes a tacit non-alienation arrangement, which is subsequently included as an autonomous clause. The article aims to present a critical comparison of the tacit non-alienation clause, on the one hand, and of the express anti-assignment clause.