Sports Contract Negotiations Under Georgian Law
The negotiations that fill a transfer window — between club and player, sponsor and athlete — proceed in Georgia under the general rules of the Civil Code: no separate procedure exists for concluding sports deals. Importantly, negotiation is not a legally neutral process: Article 317 states directly that an obligation may arise also on the basis of the preparation of a contract — culpable conduct at the negotiation stage already entails liability. Below we examine the legal framework of negotiations: freedom of contract, the rules of offer and acceptance, the significance of silence in business relations, and the interpretation of disputed clauses.
Obligations Arising From Negotiations and Their Costs
Article 317 provides that a contract between the participants is necessary for an obligation to arise, except where it arises from the infliction of damage (a delict), unjust enrichment or other grounds provided by law — most transfers, sponsorships and agency relationships are thus created by contract. The second proposition of the same article turns the negotiation stage into a legal fact: by pre-agreed duties, an obligation may arise on the basis of the preparation of a contract, so a breach of confidentiality or exclusivity undertakings during talks may support a claim for damages. The costs rule is equally clear: a participant cannot demand reimbursement of expenses incurred in order to conclude the contract, except where the contract was not concluded as a result of the other participant's culpable conduct. Walking away does not by itself trigger reimbursement, but a culpable breakdown does.
Freedom of Contract and Its Limits
Article 319 lays the foundation: subjects of private law may, within the limits of the law, freely conclude contracts and determine their content; they may also conclude contracts not provided for by law but not contrary to it — the sports industry's atypical deals rest precisely on this freedom. Two limits are also set in the law: where a party holds a dominant position on the market, it bears, in that field of activity, a duty to conclude contracts and may not without justification offer a counterparty unequal terms — a realistic scenario where a single channel, league or operator controls the market. The second limit is social: persons who acquire property or services for non-commercial purposes or to satisfy essential needs may not be refused a contract without justification, where the other party acts within its entrepreneurial activity.