Informations and abstract
Keywords: Contractual Networks, Relational Contracts, Reliance, Incompleteness, Change of Circumstances, Brutal Termination, Duties of Information, Renegotiation.
The paper deals with the most important problems arising from the need to protect the weaker party in BtoB transactions in which, on one hand, contractual partners are not in a symmetrical position and, on the other one, the relationship in itself – and therefore a significant amount of reliance – represents the core business (so called Relational Contracts). For instance, in case of change of circumstances, parties put reliance on the fact that counterparty’s behaviour will be fair. Moreover, in this kind of contracts, the above mentioned need of protection is more urgent for two main reasons: because these agreements are typically incomplete, id est they do not cover many aspects of the contractual relationship, and because specific investments are required for entering into the network. Starting from a distinction between top-down and bottom-up integration – based upon the type of network created by the contract – the paper discusses the main tecniques – both legal and contractual – aiming at giving protection to reliance, mostly in some specific cases, such as hardship (or unforeseen circumstances) and brutal termination of the contract. In this frame, information duties, compensation mechanisms and renegotiation are particularly discussed.