- Supreme Court of Lithuania
- UAB “Vingio kino teatras” v. UAB “Eika”
CONTRACT NEGOTIATIONS BETWEEN TWO LITHUANIAN COMPANIES - REFERENCE TO THE UNIDROIT PRINCIPLES TO CONFIRM THE SOLUTION ADOPTED UNDER APPLICABLE DOMESTIC LAW (LITHUANIAN LAW)
PRE-CONTRACTUAL LIABILITY - BREAKING OFF OF NEGOTIATIONS - PARTY LIABLE FOR DAMAGES - ARTICLE 6.163 OF THE LITHUANIAN CIVIL CODE - INTERPRETED IN ACCORDANCE WITH ARTICLE 2.1.15 OF THE UNIDROIT PRINCIPLES TOGETHER WITH COMMENTS
Plaintiff, a Lithuanian construction company, conducted a bidding procedure for a construction deal. Defendant, another Lithuanian construction company, after being declared winner and having negotiated with Plaintiff the terms of the contract to be concluded, at the very last moment broke off negotiations on account of having been offered a more profitable deal. Plaintiff claimed damages for culpa in contrahendo.
The Court found that Defendant had acted in bad faith and was therefore liable to pay damages covering not only the expenses incurred by Plaintiff in connection with the negotiations but also the value of the lost opportunity. The Court based its decision on Article 6.163 of the Lithuanian Civil Code, which almost literally corresponds to Article 2.1.15 of the UNIDROIT Principles, and in interpreting that provision it referred to Article 2.1.15 of the UNIDROIT Principles and its Comments.