A new contract law will come into force on 1 January 2023. Indeed, Book V "Obligations" of the Civil Code was adopted in the spring.
It thoroughly updates contractual relations and their legal basis as we have known them before. Case law, legal doctrine and customs were taken into account.
The new contract law only concerns general contract law rules. Changes of the law regarding special contracts is also on the way, but is still in a preliminary phase.
1. When will the new contract law come into force?
The new law on obligations will come into force on 1 January 2023. As a result, all legal acts and legal facts taking place from that date will be governed by this new law.
However, it is possible to agree that the new provisions will not apply and that the previous rules will continue to apply:
1° to the future effects of legal acts and legal facts that took place before the entry into force of this law;
2° to legal acts and legal facts taking place after the entry into force of this law but relating to an obligation arising from a legal act or legal fact that took place before the entry into force of this law.
In the latter cases, it is therefore necessary to consider, when drafting each contract, whether to opt for the application of the old or the new contract law.
2. Supplementary law
The new contract law code is of supplementary law, except where it is clear from its text or scope that it is, in whole or in part, of a mandatory or public policy nature.
It is therefore necessary to consider not only whether one wishes the contract to be governed by the new law (see point 1), but also whether one wishes to deviate from the law - where permissible.
In this respect, a thorough screening of your existing contractual documents and/or due consideration when drafting new documents is absolutely necessary. The new provisions of the new contract law should be taken into account.
This is the first article in a series devoted to the new contract law.
Among other things, we discuss the way general terms and conditions must be dealt with, as well as a number of legal concepts and contracts such as the offer to buy or sell and the acceptance of that offer, the right of withdrawal, the preferential contract and the option contract, prohibited illegal terms, the obligation to act in good faith or to avoid abuse of rights in the execution of a contract and, last but not least, hardship, which provides for solutions in the event of a change in circumstances
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