The duty of care in pre-contract negotiations

In the traditional view, no commitment is made until the negotiations lead to the conclusion of the contract. But these talks are not ineffective and, as the primary basis for establishing legal obligations, can pose risks to the parties. The two parties should be careful about their pre-contractual speech and deeds, as they may take action on the other side and may suffer losses as a result of not closing the contract. The duty of care is a legal obligation recognized in order to avoid such loss and its main principles in the pre-contractual period are: social contract theory, the principle of good faith and trust relations. The duty of care is to drive economic growth, prevent market failure, and expand trading confidence. Despite the discrepancy in the nature of the liability arising from non-compliance with this duty, it appears to be closer to non-contractual liability. Therefore, in order to prove it, the terms of non-contractual liability must be fully met. The background of the duty of care goes back to European law, and despite the existence of defensible grounds, this duty in Iranian and Islamic jurisprudence remains unknown and unregulated. However, the duty of care can be taken from the general rules of civil liability as well as Article 35 of the E-Commerce Act and stipulates its implementation.