It was a gentlemen`s agreement, for example the pact between Italy and the United Kingdom of 2 January 1937, which preceded the Easter agreements. Since this is not a constraint, it is generally accepted that the incentive not to fail in a gentlemen`s agreement lies in the mutual convenience of respecting it (for example. B, the benefit to both parties or the limitation of damages or risks that, without the agreement, could be worse for both parties). Some companies are reluctant to enter into comprehensive and detailed contracts and simply exchange documents defined from time to time such as Declarations of Intent (LOI), Memorandums of Understanding (MOU), gentlemen agreements, etc. But what binding value do these documents have in the event of a divergence in international trade? A separate speech deserves the definition of gentlemen agreements which, in general, should not consist of a written document. These are oral guarantees, which involve an obligation to speak, and the possible sanction is simply to lose the credibility of the person who has committed himself. These promises are therefore non-binding and are generally used in narrow environments where non-compliance with their word is easily known to members of a small community (think of the stock exchanges of certain raw materials). However, even if agreements are made in writing under this title, it will be difficult to support its non-compulsory agreement by invoking the Gentlmen agreements. On the other hand, it cannot be ruled out that an oral agreement, demonstrated by testimony and other supporting factors, can, in all cases, justify proof of a contract, even if the assumption is remote, given the importance of the right of certificate in the field of commercial obligations. A gentlemen`s agreement is an informal pact between two parties, usually written orally or less frequently. It is essentially based on the assumption that both parties will respect the word given to their honour because, unlike a formal contract, it cannot be defended in court.
The letter of intent and the letter of intent should only be pre-contract documents and, in general, refer to a future contract whose objectives and characteristics they describe, by explicitly postponing and conditioning any subscription in order to reach agreement on other details or on management authorization. In some cases, companies use statements of intent thinking they are not related to them. Although the document is characterized as a declaration of intent, it often contains all the commitments that enter into a contract. The same applies to documents called declarations of intent. Since some declarations of intent, although scheduled, contain binding provisions on the conduct of negotiations (for example. B, confidentiality agreements, obligations not to conduct parallel negotiations), they provide, in most cases, that there is no liability for the parties in the event of a contract. But that does not free us from the duty of good faith in the negotiations. This obligation is subject to the interpretation of the courts and may vary from country to country. In our system, the duty of good faith implies the duty to conduct negotiations seriously. This obligation is violated when a party, after agreeing on the elements of the disputed contract, unjustly refuses to sign the contract.