LEGAL ANALYSIS OF PRE-CONTRACTUAL NEGOTIATIONS UNDER RWANDAN CONTRACT LAW: A COMPARISON OF COMMON LAW AND CIVIL LAW SYSTEMS

Abstract

Pre-contractual negotiations play a pivotal role in determining the fate of an envisaged contract and are therefore of utmost significance because it serves as the foundation upon which the entire contractual relationship is built. Successful pre-contractual negotiations lay the groundwork for a harmonious contractual relationship and minimize the likelihood of disputes and conflicts down the road. Conversely, the failure to conduct these negotiations carefully and in good faith can lead to misunderstandings, mistrust, and even potential legal liabilities. This dissertation concerns the legal analysis of pre-contractual negotiations within the framework of Rwandan contract laws. The research scrutinizes the existing legal provisions governing the pre-contractual phase in Rwanda, assessing their efficacy in fostering trust among negotiating parties, safeguarding them against potential risks and examining how liabilities occurred during the negotiation process are addressed. However, a comparative analysis was used to know better how pre-contractual negotiations are regulated in other jurisdictions. This study deals with the contract and its formation in general by looking on governing principles, an overview of the pre-contractual negotiations in common law and civil law and mainly the situation of Rwanda which brings better knowledge on how pre-contractual negotiations should work in Rwandan contractual legal framework and see whether the improvement can be added to the law. It was found that the Rwandan contract law is limited in its treatment of pre-contractual negotiations. Notably absent in Rwandan contract law is a requirement for good faith during negotiations and a delineation of the duties and responsibilities of negotiating parties. This absence raises significant concerns, particularly when parties involved in negotiations cause harm or incur losses, as there are no specific legal remedies available to address such situations. In line with this context, this research underscores the need for a more robust legal framework in Rwandan contract law to govern pre-contractual negotiations effectively by incorporating the principles of good faith, clear duties of negotiating parties and mechanisms to address liabilities.