{"id":1071,"date":"2026-09-30T15:17:41","date_gmt":"2026-09-30T15:17:41","guid":{"rendered":"https:\/\/cooperation.law\/?page_id=1071"},"modified":"2026-09-30T19:51:47","modified_gmt":"2026-09-30T19:51:47","slug":"cooperation-as-legal-relationship","status":"publish","type":"page","link":"https:\/\/cooperation.law\/en\/cooperation-as-legal-relationship","title":{"rendered":"Cooperation as a legal relationship"},"content":{"rendered":"\n

The question<\/h2>\n\n\n\n

What do people who work together owe each other beyond what they have expressly agreed?<\/p>\n\n\n\n

In brief<\/h2>\n\n\n\n

A contract creates more than duties of performance. It creates an obligation (Schuldverh\u00e4ltnis<\/em>) in which each party must have regard to the rights and interests of the other. These duties begin with negotiations and last into the winding-up. For contracts built on working together, the Federal Court of Justice (BGH) has derived from them a duty to cooperate. The law also provides ways to adapt a contract to changed circumstances and to end it when continuing is no longer reasonable.<\/p>\n\n\n\n

The law<\/h2>\n\n\n\n

Performance and consideration<\/h3>\n\n\n\n

By virtue of an obligation, the creditor may demand performance from the debtor (Section 241(1) German Civil Code (BGB)). That is the core of every contract: goods for money, work for wages, a finished work for a fee.<\/p>\n\n\n\n

In addition, an obligation may, depending on its content, require each party to have regard to the rights, legal interests and other interests of the other (Section 241(2) BGB). From this follow ancillary duties to inform, to protect, to keep confidential and to disclose, together with duties to participate and to support that flow from the purpose of the contract.<\/p>\n\n\n\n

These ancillary duties are rarely written down. They follow from what the parties may reasonably expect of one another. The yardstick is good faith: the debtor must perform as good faith requires, taking customary practice into consideration (Section 242 BGB). Breach gives rise to a claim for damages (Section 280(1) BGB).<\/p>\n\n\n\n

The longer and closer the cooperation, the denser this web becomes. In a simple sale it remains thin. In an employment contract, a long-term framework agreement or a partnership agreement it makes up much of what the parties owe each other.<\/p>\n\n\n\n

Before the contract<\/h3>\n\n\n\n

The obligation does not begin with the signature. Entering into negotiations, initiating a contract or similar business contacts already create duties under Section 241(2) BGB (Section 311(2) BGB). Anyone who misinforms the other side at this stage, misuses information entrusted to them or breaks off negotiations without good reason after creating trust that the contract would certainly be concluded may be liable in damages. More on the page Letter of intent<\/a>.<\/p>\n\n\n\n

The duty to cooperate<\/h3>\n\n\n\n

The Federal Court of Justice has held for construction contracts that the parties are under a duty to cooperate while the contract is being performed (BGH, judgment of 28 October 1999 \u2013 VII ZR 393\/98, BGHZ 143, 89). Where the parties disagree on whether and how performance or remuneration should be adjusted to changed circumstances, each must in principle try to reach an amicable solution through negotiation. Refusing to do so is a breach of contract and can affect whether a termination is justified [pr\u00fcfen].<\/p>\n\n\n\n

Since 2018 the idea has been written into the statute for construction contracts: where the client requests a change, the parties shall seek agreement on the change and on the resulting increase or decrease in remuneration (Section 650b(1) BGB). Whether the duty to cooperate extends to other contracts built on longer collaboration, such as IT projects, is argued in case law and literature [pr\u00fcfen].<\/p>\n\n\n\n

Participation is a special case. If a contractor under a contract for work needs an act of the client, such as information, access or decisions, and it is not forthcoming, the contractor may claim reasonable compensation (Section 642 BGB) and, under Section 643 BGB, bring the contract to an end. In principle the client’s participation is an Obliegenheit<\/em>, a burden rather than an enforceable duty, unless the parties agree otherwise. See Contract for work<\/a>.<\/p>\n\n\n\n

Adapting and ending<\/h3>\n\n\n\n

If circumstances that became the basis of the contract have changed seriously since it was concluded, and the parties would not have concluded it, or not on those terms, had they foreseen the change, adaptation may be demanded to the extent that holding a party to the unaltered contract is unreasonable (Section 313(1) BGB, interference with the basis of the transaction). Only where adaptation is impossible or unreasonable may a party withdraw or, in a continuing obligation, terminate (Section 313(3) BGB).<\/p>\n\n\n\n

Any party may terminate a continuing obligation for a compelling reason without notice if, taking all circumstances into account and weighing the interests of both sides, continuing is unreasonable (Section 314(1) BGB). Where the reason is a breach of duty, a period for remedy or a warning is normally required first (Section 314(2) BGB), and termination must follow within a reasonable time (Section 314(3) BGB).<\/p>\n\n\n\n

Both provisions follow the same order: first preserve the relationship, then end it.<\/p>\n\n\n\n

Relational contracts<\/h3>\n\n\n\n

The legal scholar Ian Macneil distinguished contracts that govern a single exchange from those that govern a relationship (The New Social Contract<\/em>, 1980). Relational contracts cannot be fully specified at the outset. The parties fill their gaps over time through conduct, arrangements and shared norms.<\/p>\n\n\n\n

German law achieves something similar through Sections 241(2), 242, 313 and 314 BGB. This page therefore puts forward a thesis: cooperation agreements are relational contracts, and their most important clause is often the one that governs how the partners go on reaching agreement. Examples are on the page Cooperative clauses<\/a>.<\/p>\n\n\n\n

Online<\/h2>\n\n\n\n

Online, some duties come to matter that hardly register on site: letting others know when you cannot be reached, and saying so when something stalls.<\/p>\n\n\n\n

Availability.<\/strong> Online partners depend on agreed channels. How quickly and by which route they must respond is first a matter for the contract. Where it is silent, the question under Sections 241(2) and 242 BGB is what the other side may expect. In the view taken here, that includes giving timely notice of absences and changes of channel.<\/p>\n\n\n\n

Duties to inform.<\/strong> On site, much is noticed in passing: that someone is unavailable, that a project has stalled. Online, the same must be said expressly. Anyone who sees that a deadline cannot be met or a contribution will not arrive must say so.<\/p>\n\n\n\n

Documentation.<\/strong> Online, much happens in text form: chat, email, shared documents. That helps with evidence, but it also means a contract can be changed in passing in a chat. Agreements reached in a video call are as binding as those made on site. It helps to agree where decisions are recorded. Where the law requires written form (Section 126 BGB), text form (Section 126b BGB) is not enough. Recording video calls raises data protection issues, see Data and rights<\/a>.<\/p>\n\n\n\n

Relevant phases<\/h2>\n\n\n\n