Civil liability arising from the breakdown of contractual negotiations under Jordanian law

Negotiations represent a crucial pre-contractual phase in which parties assess the feasibility of entering into a contract, refine terms, and move towards a final agreement. Due to their practical and legal importance, negotiations give rise to obligations regulating conduct, most notably the duty to act in good faith. Breach of these obligations may result in civil liability, with unjustified termination of negotiations being the most common form of such breach. This study examines civil liability arising from the interruption of contractual negotiations under Jordanian law, clarifying how liability varies depending on the legal characterization of this stage. Unjustified withdrawal may trigger tort liability due to fault causing damage, whereas breaching preliminary arrangements may instead give rise to contractual liability. In both scenarios, wrongful termination results in compensable harm, including negotiation expenses and reliance losses. The study identifies a legislative gap in the Jordanian Civil Code concerning the explicit regulation of the negotiation stage. Accordingly, it concludes with recommendations emphasizing the need for clearer statutory rules governing negotiations, defining key duties such as disclosure and confidentiality, and providing guidance on liability when negotiations are interrupted.