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Abstract

The modification, adjustment of contract is possible by agreement. There are two possible schemes. One is the pre-contract special mechanism for reflection of the changes, and the other is agreement to a post-contractual change of circumstances If there is no agreement between the ptheies, the negotiation process by court may be operated to reflect changes in circumstances. In the theicle is described the outline of the most relevant structural features of the contract adaptation and the Aspects of contract adaptation. In Pthe Ⅱ deal with the ptheies' negotiations, in Pthe Ⅲ post-contractual contract adaptation- the tdjustment of the contract through the facilitating of negotiations. There are facilitating contract negotiations by legal norms and bargaining in the shadow of the law on using utility functions to support legal negotiation, and facilitate negotiations by special arrangement - renegotiation and adaptation clause. Direct negotiations between parties may also be subject to certain formalities prescribed by the contract itself. To cite a few examples, many hardship clauses establish duties regarding, inter alia, timely written Information, a waiting period, and a meeting of the parties. The parties may have agreed in advance that one of them is empowered to make unilateral decisions on gaps or changes. Here, we are not in the presence of true negotiation but only decision-making by one party. Whether the parties can validly do this depends on the applicable municipal law and its concept of party autonomy. If the parties do not deem direct ad hoc negotiations as an adequate means for contract adaptation, they may have recourse to the intervention of a third party. If an adaptation of the contract through the mutual agreement of the parties is neither envisaged in the contract nor possible in the immediate situation, it is still possible that a unilateral decision might bring about the adaptation. In Part Ⅳ is dealt with the contract adaptation by the court. Courts can change a contract and adapt it to new circumstances if so allowed by the substantive law of contract. If the parties do not reach an agreement, they may have recourse to the courts or to an arbitral tribunal. Courts or arbitral tribunals, however, even if they may act under flexible legal concepts of contract adaptation do not necessarily have the same wide scope of flexibve thethe parties would themselves have in a private renegotiation. Although many legal systems do not generally give relief to a party who is burdened with excessive hardship, these same systems generally recognize party autonomy to provide for the adaptation of contracts to changed circumstances. Consequently, it is fairly common in contracts, particularly those that have long durations, to make provisions for revision of the contract in case of changed circumstances. Having laid the structural features of the contract adaptation and the aspects of contract adaptation is dealt in Part Ⅴ with a more general question, whether we need a classical contract theory(will theory) to the relational contract theory. Is certainty and contractual security better promoted by rigid rules or by leaving room for flexibility? The answer turns on the nature of the contract. In contracts certainty is all important. Certainty means security. The aim of the contract law, contractual security, recognised under the heading of faveur pour le contrat, is recognised in various provisions for example those on interpretation, and on the power of the court to adapt a contract. Also, the debtor's right to cure a non-conforming performance can be seen as being aimed at the preservation of the contractual relationship, as this right may avoid the execution of remedies, including termination. Further, a general mechanism to supplement the agreement is provided in order to make it workable when it is necessary to provide for a matter which the parties have not foreseen or provided for, thus "favouring the contract"(maintaining the contractual relationship) and increasing contractual security.