Business Negotiations and the Law: The Protection of Weak Professional Parties in Standard Form Contracting aims to explore the issues surrounding contract negotiations between entrepreneurs and other professionals when one of the parties does not have the same level of bargaining power as the other. The need to protect weaker parties from unfair contract terms exists not only in relationships between businesses and consumers, but in business to business contracts also.
This book focuses on the problem of small enterprises, independent contractors and other professional weak parties and examines these from a European point of view. There are significant differences between Member States as to decisions regarding regulatory context on the protection of weaker professional parties in asymmetrical contractual situations. However, European businesses are overwhelmingly smaller in size, so protecting weaker parties becomes key in facilitating successful and efficient negotiations. The book provides a critical and comparative overview of the area and recent regulatory developments, both to clarify the direction that European legislation is heading, and to explore the tools needed to assure the effectiveness of the common market.
This text will be of interest to policy makers, researchers of European legislation, and students of commercial and business law.
Table of Contents
Chapter I Unfair Contract Terms in b2b Relations: A Wide Protective Approach
1. Invalidation of Unfair Terms in All Business Transactions
2. Fairness Control in All b2b Contracts: the German Case
3. Regulating Standard Contract Terms and the Role of Entrepreneurial Risk
4. Procedural Fairness for all Businesses
Chapter II Weak Business Parties
1. Weakness in Negotiations and Standard Form Contracting
2. The Role of Competition Law
3. Defining Weak Business Parties
4. Objectives and Rationales for the Protection of the Weak Business Parties
Chapter III Regulating Asymmetrical B2b Relationships
1. Signs of a New Trend
2. Incorporation and Transparency in the Rules of the Italian Codice Civile
3. Enacting Rules on Substantive Fairness
4. Recent Developments in the Italian Legislation
5. Some Considerations on the Italian System
Carlotta Rinaldo is a Researcher of Commercial Law at the Università degli Studi di Padova, Italy.