Danubius International Conferences, 20th International Conference on European Integration - Realities and Perspectives
The Option Pact, between the Offer and the Unilateral Promotion to Contract
Last modified: 2025-05-07
Abstract
The option agreement is an essential legal mechanism in contractual negotiations, as it lies on the borderline between a firm offer and a unilateral promise to contract. This article analyzes the legal nature of the option pact, highlighting its distinctive features in relation to other related institutions such as the irrevocable offer and the unilateral promise. Through a doctrinal and case law approach, the effects of the option agreement on the parties' freedom of will, the moment of formation of consent and its implications for the dynamics of contract formation are investigated. The paper offers a comparative analysis of national and comparative law, emphasizing the practical usefulness of the option clause in the current context of commercial and civil contracts.The option option agreement is a legal instrument of growing relevance in contractual practice, offering the parties a form of securitization of their intentions before the actual conclusion of the contract. Conceptually situated between the irrevocable offer and the unilateral promise to contract, the option agreement raises important questions as to its legal nature, its effects on the parties' freedom of decision and the way it influences the moment of contract formation.In essence, the option agreement consists of an agreement whereby one of the parties „the promisor” undertakes to maintain its firm offer for a certain period of time, while giving the other party „the offeree” the exclusive possibility to accept or reject the offer within this period. This structure raises difficulties of legal characterization, especially in the context of the distinction between unilateral and bilateral acts and in relation to the legal regime of offer and acceptance in contract law.This paper aims to analyze this instrument in depth, by reference to the classical concepts of offer, acceptance and unilateral promise, but also in the light of the Romanian Civil Code and recent doctrinal and case law trends. Emphasis will be placed on the analysis of the binding nature of the covenant, on the ways of exercising the option and on the consequences of refusal to contract on the part of the promisor during the validity period of the covenant.At the same time, a comparative perspective will be approached, by reference to the French, German and Anglo-Saxon legal systems, in order to highlight the convergences and divergences in the regulation and interpretation of the option agreement. The article will conclude by emphasizing the practical value of the option agreement in the negotiation of commercial and civil contracts, as well as the possible directions of development of its legal regime in contemporary Romanian law.