contract-law legal-terms real-estate
Does &quot;agree to negotiate&quot; mean it has to happen?
<p>We are in the process of purchasing some land, and one of the requirements of the contract is</p>
<blockquote>
<p>The buyers, BUYERS_NAME, agree to negotiate a trade of land with the neighbors, NEIGHBORS_NAME, if requested by the NEIGHBORS_NAME.</p>
</blockquote>
<p>My concern is with the phrase &quot;negotiate a trade of land&quot;. Does that mean that no matter what, we will be required to have a successful negotiation, meaning it ends with land traded?</p>
<p>Or does it simply mean that we are required to talk to them about it if they request to talk about it?</p>
<p>Thank you!</p>

<h2>Agreements to agree are unenforceable</h2>
<p>The contract requires you to negotiate and, probably, to do so in good faith (or at least, not in bad faith). That means you must come to the table looking to do a reasonable deal.</p>
<p>It doesn’t, and cannot, require you to make that hypothetical deal. That would be an agreement to agree and there is a long line of legal precedent that such terms are unenforceable.</p>

<p>Just talking with them is insufficient, but you are also not committed to end up with land traded.</p>
<p>It is implied in contracts that parties act in good faith. This means you must negotiate honestly and fairly with the intent to reach an agreement in accordance with the spirit of the contract.</p>
