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 recodification commission’s brochure, 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 these mechanisms since 2014, with case law developing around 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. Czech practice shows where businesses will feel the effects: negotiating without a serious intention to contract, or unjustifiably breaking off negotiations just before signing, may give rise to compensation. 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. An agreement made over the phone or a business lunch and confirmed by email will no longer be mere courtesy. Anyone who fails to monitor and challenge confirmations may be surprised by what they have “agreed”.
Standard contracts will face scrutiny
The third change directly targets general terms, templates and ordering processes. Scrutiny of standard contracts means terms the other party had no real opportunity to influence will be assessed more strictly, and clauses failing that assessment may be unenforceable. Businesses relying on general terms should therefore check whether those terms will stand up under the new regime, particularly terms once drafted to be as harsh as possible on the other party.
When will the change arrive?
The Slovak government approved the draft on 6 May 2026, and Parliament advanced it to second reading on 9 June 2026. The anticipated effective date is 1 July 2027. 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 a decade and can assess how your terms would fare.
This article provides general legal information as at 16 July 2026. It does not constitute legal services or advice on your specific matter. Laws change and the details of your situation may differ. Check the appropriate course of action or contact us before making a decision.
