The Option Agreement, Between the Offer and the Unilateral Promise to Contract

Abstract

The article analyzes the legal nature of the option agreement, placing it between two related institutions: the offer and the unilateral promise to contract. The paper examines the characteristics of each of these institutions and emphasizes the distinctive elements of the option agreement, with the aim of outlining its legal autonomy and its practical function in pre-contractual relations. The offer is presented as a unilateral manifestation of will, which, in dissonance with the legal provisions and the opinion of specialized doctrine, we have considered revocable, which is why the legislator and specialized doctrine have ruled on the possibility of establishing its irrevocability by agreement, taking the form of the option agreement. On the other hand, the unilateral promise to contract has been presented as an agreement of will that implies a firm commitment on the part of one party to conclude the contract in the future, which, unlike the option pact, which when the option is exercised, the contract projected by the irrevocable offer is considered concluded, in the case of the unilateral promise to contract, a new commitment on the part of the parties is necessary for the contract projected by the promise to be considered concluded. An option agreement is defined as a voluntary agreement whereby one party (the promisor) undertakes to maintain the offer for a certain period of time, giving the other party (the offeree) the right to accept within that period. The option pact combines elements of the offer to contract (through the existence of a contract proposal) with those of the unilateral promise (representing agreements of will, agreements of will are unilateral in character and through the firm commitment of the promisor not to revoke the offer). The purpose of this article is to analyze systematically the legal nature of the option pact, to delimit it conceptually from the close institutions and to highlight its practical and theoretical implications in the private law of the Republic of Moldova