Agreements to enter into a future contract between businesses: the call, the periods and what a court can do

Two companies agree on the purchase of a production line, the lease of a warehouse or the transfer of part of a business, but cannot conclude the transaction yet. They are waiting for financing, for a permit or for construction to be completed. They therefore bind themselves by an agreement to enter into a future contract, undertaking to conclude the main agreement later. Where the relationship is between two businesses acting in the course of their business, the familiar Section 50a of the Civil Code does not apply; the special rules in Sections 289 to 292 of the Commercial Code do. Those rules turn on a call by the entitled party and on periods that are easily missed.

When the commercial regime applies

The Commercial Code applies to obligations between businesses where it is apparent on their creation that they relate to their business activity (Section 261(1) of Act No. 513/1991 Coll.). Regardless of the nature of the parties, it also governs the relationships listed in Section 261(6). In other cases, where one of the parties is not a business, the parties may choose the commercial regime by written agreement (Section 262). The choice is worth making deliberately, because the two codes regulate future contracts differently. The Civil Code requires agreement on the essential terms of the future contract and on the period within which it is to be concluded. The Commercial Code is satisfied with subject matter defined at least in general terms and a specified period (Section 289). Both require writing.

The looser definition of subject matter is both an advantage and a risk. If the parties later fail to agree on the contents of the main agreement and the entitled party, after the call, applies in time for them to be determined by the court or by a person named in the agreement, the contents are determined according to the purpose the parties evidently pursued, having regard to the circumstances in which the agreement was made and to the principle of fair commercial dealing (Section 292(1)). The less the agreement says, the more someone other than you decides. Where possible, attach the full text of the future contract to the agreement.

The call triggers the whole mechanism

The bound party need not act of its own motion. Its obligation to conclude the agreement arises only upon a call:

The bound party is obliged to conclude the agreement without undue delay after being called upon to do so by the entitled party in accordance with the agreement to enter into a future contract.

— Section 290(1) of Act No. 513/1991 Coll. (unofficial English translation)

Equally important is what happens if no call is made. If the entitled party does not call on the bound party within the period specified in the agreement, the obligation to conclude the future contract ends (Section 292(3)). A company that waits for months for the other side to make contact may thus lose its right without anyone breaching anything.

The agreement should therefore specify precisely the period in which a call may be made, the form of the call (for example, registered letter or an electronic message to a specified address) and what the call must contain, ideally with a draft of the main agreement attached. If either party may issue the call, that must be stated expressly.

When the other party refuses to sign

After an unsuccessful call, the entitled party has two routes. It may seek a determination of the contents of the agreement by the court or by a person designated by the parties in the agreement, or it may claim damages. Both together only where the bound party unjustifiably refused to negotiate the conclusion of the agreement (Section 290(2)).

There is little time for these claims:

The right to have the contents of the future contract determined by a court or by a person designated in the agreement and the right to damages under Section 290(2) become time-barred on the expiry of one year from the day on which the entitled party called on the bound party to conclude the agreement under Section 290(1), unless the agreement to enter into a future contract provides for a different period.

— Section 292(2) of Act No. 513/1991 Coll. (unofficial English translation)

The period runs from the call, not from the refusal. Anyone still negotiating for months after a call should be aware that limitation is running in the meantime. The parties may agree a different period, but it must not be longer than the limitation period under Section 391 et seq. of the Commercial Code. Where a third party is designated in the agreement, for instance an expert who is to fix the price, it is worth also regulating in advance what happens if that person refuses to act.

A change of circumstances must be notified

The Commercial Code allows the obligation to end if the circumstances the parties relied on change so substantially that conclusion of the agreement can no longer reasonably be required. Unlike the civil rules, however, the obligation ends only if the bound party notifies the change to the entitled party without undue delay (Section 292(5)). Silence therefore offers it no protection. Key conditions, such as approval of a loan or issue of a permit, are nevertheless safer written expressly into the agreement than argued about later in terms of whether a change was “substantial”.

The agreement binds the parties alone

An agreement to enter into a future contract creates no right in the asset itself. In its judgment in case 1 Obdo V 23/2007, the Supreme Court of the Slovak Republic concluded that if the bound party validly transfers the asset to a third party in the meantime, that transfer is not invalid. The rights and obligations under the future contract cease for impossibility of performance and the entitled party is left with a claim against its contracting partner. In that case the courts assessed the future contract under the Civil Code; the appellate court on points of law, however, based its conclusion on the fact that an agreement to enter into a future contract produces no effects as against third parties. The agreement should therefore contain a contractual penalty for breach of the obligation, which may be claimed without proving that damage arose or its amount; a disproportionately high penalty may, however, be reduced by the court (Section 301 of the Commercial Code). How a deposit is treated when a transaction is frustrated is examined in our answer on what happens to the deposit if the future contract is not concluded.

How this will work under the new Civil Code

On 1 October 2026, the National Council of the Slovak Republic approved the new Slovak Civil Code, which will take effect on 1 July 2027. The new code does not repeal the Commercial Code, so agreements to enter into a future contract between businesses will be settled definitively only by the implementing amendment. The new code will regulate the agreement to enter into a future contract uniformly, on the model of the Commercial Code, but with different time limits and consequences:

• it will suffice to agree the content of the future contract at least in general terms, and written form will not be a condition of validity,
• the call will have to be delivered to the other party within the agreed period, otherwise within one year of the conclusion of the agreement to enter into a future contract; the bound party must then conclude the contract by the end of the agreed period, otherwise without undue delay,
• if it does not conclude it, the entitled party has a right to compensation for damage caused by relying on the contract being concluded; only under a written agreement to enter into a future contract may it instead ask the court to impose an obligation to conclude the contract,
• this right will lapse if the entitled party does not assert it in court within one year of the expiry of the period for concluding the contract; today it becomes time-barred one year after the call.

The Act does not expressly say whether the parties will be able to change this period by contract, as § 292(2) permits today. The duty to notify a change of circumstances without undue delay remains. If the parties agree in writing that part of the contract will be determined by a third party, for example an expert, and the third party does not do so within a reasonable time or refuses, the court will determine that part on a party’s application.

Agreements to enter into a future contract concluded by 30 June 2027 will be governed by the existing law, including its time limits. For agreements from 1 July 2027, record not only the date on which the call was delivered but also the date on which the period for conclusion expires, and conclude the agreement in writing.

Status as of 22 October 2026: the act has been approved and was signed by the President on 20 October 2026, but has not yet been promulgated in the Collection of Laws. Until 30 June 2027, the rules described above in this article apply.

In brief, for practice

• Decide deliberately whether the agreement falls under the Commercial Code or the Civil Code.
• Define the subject matter and ideally attach the text of the main agreement.
• Set the period, form and content of the call, and note the date by which you must call.
• After the call, reckon with a one-year limitation period unless the agreement provides otherwise.
• Secure the obligation with a contractual penalty and regulate the fate of the deposit.

Whether an agreement to enter into a future contract or an agreement subject to a condition precedent is preferable is compared in our article future contract, or agreement with a condition precedent. A basic overview can be found in our answer on what an agreement to enter into a future contract is and how it binds. We prepare agreements with a call mechanism, periods and sanctions under our agreement to enter into a future contract service.