Scrutiny of standard terms and liability for bad-faith negotiations

How does your business form a contract? A salesperson negotiates, a customer orders through a form and the conditions are “in the website terms”. The process is already governed primarily by § 43a et seq. of the Civil Code and, for general terms, § 273 of the Commercial Code. The new Civil Code is intended to consolidate and supplement the existing rules, affecting every business using standard terms.

Three changes in contract formation

According to the explanatory memorandum to the government draft, contract formation will include mechanisms established in related legal systems but previously absent from the legislation: liability for bad-faith negotiations, written confirmations of oral contracts and scrutiny of standard contracts. This is not an experiment. The Czech Civil Code has used similar mechanisms since 2014, and Czech courts apply them.

Bad-faith negotiations will have express rules

Liability for bad-faith negotiations, known internationally as culpa in contrahendo, means the negotiation process itself may have legal consequences, before a contract is signed. Under the draft, liability attaches both to a party that enters into or continues negotiations contrary to the principle of fair dealing and to a party that breaks off negotiations without just cause at a stage when, owing to its conduct, the conclusion of the contract appeared highly probable. According to the explanatory memorandum, parallel negotiations with several partners are not affected, and compensation would usually cover wasted costs, not lost profit. Businesses therefore need internal rules for sales teams: who may negotiate, what they may promise and how negotiations are documented.

This also relates to written confirmations of orally concluded contracts. If a party delivers, without undue delay, a written confirmation containing additional or different terms, those terms become part of the contract, provided they do not alter it materially and the other party does not object without undue delay (this does not apply to a confirmation delivered by a trader to a consumer). Anyone who does not challenge confirmations in time may be bound even by minor additions that were never agreed orally.

Standard contracts will face scrutiny

The third change directly targets general terms, templates and ordering processes. Where terms are prepared in advance by one party and the other party could not substantially influence their content, a provision that party could not reasonably have expected does not become part of the contract unless it expressly accepted it or its attention was expressly drawn to it. Between businesses, this applies only if the other party objects within one year of the contract’s conclusion. This is not a fairness test but a check on how the term entered the contract; for consumers, the prohibition of unfair terms (currently § 53 of the Slovak Civil Code) continues to apply. Businesses relying on general terms should therefore check whether those terms will stand up under the new regime, particularly limitations of liability, unusual contractual penalties or automatic contract renewals hidden in the text.

When will the change arrive?

The Slovak government submitted the draft to the National Council on 7 May 2026 (parliamentary print 1312), which advanced it to second reading on 9 June 2026. On 15 September 2026, the Constitutional and Legal Affairs Committee recommended approving it with amendments, and on 22 September 2026 MPs tabled further amendments in the plenary; the plenary will decide on the final wording. The proposed effective date is 1 July 2027 (as at 26 September 2026). The wording may still change, but the direction is clear, and general terms cannot be rewritten in a week.

An audit of terms and ordering processes is part of our preparation for the new Civil Code. We have worked with the mechanisms adopted by the Slovak draft in Czech practice for more than ten years and can assess how your terms would fare.