Legal Q&A · Commercial Contracts

What is an agreement to enter into a future agreement, and how binding is it?

Law as at 26 September 2026

Answered by , Czech and Slovak attorney, admitted to the Slovak and Czech Bars (SAK 300422 · ČAK 19654).

Short answer

The parties undertake in writing to enter into a specified future agreement by an agreed date and must agree its essential terms. If one party does not conclude it, the other may, under the Civil Code, ask the court within one year to substitute that party’s expression of intent, and may also seek damages; in business relationships, it may ask the court to determine the agreement’s content. The obligation ends if circumstances change substantially.

Is an agreement to enter into a future agreement binding?

This instrument legally secures a future transaction. Under Section 50a of the Civil Code, the parties may undertake in writing to enter into an agreement by an agreed date, but must agree its essential terms (Section 50a(1)). Two conditions are therefore central: writing and sufficiently specific future terms, such as subject matter and price. Without them, the obligation is uncertain and unenforceable.

What if the other party backs out?

This is where the instrument’s strength lies. If the agreement is not concluded by the agreed date, the entitled party may apply to court within one year for a decision substituting the other party’s expression of intent. The right to damages remains unaffected (Section 50a(2)). Monitor the one-year period: once it expires, substitution may no longer be obtainable.

When does the obligation end?

The obligation to conclude the future agreement is not absolute. It ends if the circumstances on which the parties relied have changed so substantially that conclusion can no longer fairly be required (Section 50a(3)). This applies the changed-circumstances principle to the preparatory stage of a transaction.

Commercial agreements and practical uses

For commercial relationships, the Commercial Code regulates future agreements. It also requires writing and subject matter defined at least generally (Section 289). On non-performance, the entitled party may ask the court, or a person named in the agreement, to determine the agreement’s contents, or may seek damages (Section 290). Here the court does not substitute the agreement but determines its content. The obligation lapses if the entitled party does not request conclusion within the time set in the agreement (Section 292(3)), and the right to have the content determined and any damages claim become time-barred one year after the request, unless the agreement sets a different period (Section 292(2) of the Commercial Code). We use these agreements to reserve transactions and for transfers of ownership interests and real estate. We prepare them through agreements to enter into a future agreement, check supplied drafts through contract review, and coordinate them with the main commercial agreement.

This answer provides general information on the law as at 26 September 2026. It does not constitute legal services or replace an assessment of an individual case. The details of your situation may differ. Book a consultation to discuss them.

More legal questions

All questions and answers
  1. My company is buying from a private individual. Does consumer law protect the seller against me? Merely designating a private individual as the seller does not exclude consumer protection. The general definition in Section 52 of the Civil Code asks whether the trader acts in the course of business and the individual outside it; status is not determined solely by who pays the price. Specific rules on consumer sales, withdrawal rights or information duties may, however, have a narrower scope. Each agreement and each rule must therefore be assessed separately when purchasing from individuals, without assuming either full protection or its complete exclusion.
  2. I am buying a car from Czechia. What should I check, and what must the agreement contain? First check the car in Czech registers using its VIN: technical data and inspection mileage, police theft alerts, insurance claim history, and whether the seller really owns it rather than a finance company. Then check the seller, particularly enforcement and insolvency. The agreement should contain representations about origin, condition and third-party rights, the exact transfer of ownership and risk, governing law and the court. Slovak registration requires recognition of the individually imported vehicle; if it is new under VAT law, VAT is paid in Slovakia.
  3. We paid a deposit under an agreement to enter into a future contract. Will we get it back if the deal falls through? Generally yes. Anything you pay before a contract is concluded is, under Section 498 of the Civil Code, an advance on the future price; if the future contract does not arise, the legal ground for the payment falls away and the other party must return it as unjust enrichment. It may retain the payment only to the extent that it has a claim of its own against you, typically under a contractual penalty or agreed withdrawal payment, or for damages if you frustrated the deal.
  4. We developed the patent jointly with a partner. What may each of us do without the other's consent? Unless you have agreed otherwise, each co-owner may exploit the invention themselves, regardless of the size of their share. A licence to a third party may be granted only with the consent of all co-owners, in Slovakia as well as in Czechia. Because the statutory rules favour whoever has the manufacturing capacity, exploitation, licences, fees and exit from the project belong in the agreement between the partners.

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Mgr. Patrik Tulinský, LL.M. Czech and Slovak attorney · SAK 300422 · ČAK 19654

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