ENFORCEMENT OF THE OBLIGATION TO CONCLUDE THE MAIN CONTRACT: A DOGMATIC AND PRACTICAL ANALYSIS OF ARTICLE 327 OF THE CIVIL CODE OF GEORGIA

Abstract

The preliminary contract is an important safeguard for the stability of private-law relations and commercial transactions in Georgian civil law. However, the ambiguity surrounding Article 327 of the Civil Code of Georgia (hereafter referred to as the CCG) gives rise to significant doctrinal and practical questions concerning the compulsory substitution of a party's declaration of intent. This study critically analyses Article 327 of the CCG, examining the legal nature of the obligation to conclude the main contract and the mechanisms of its compulsory enforcement. The research is based on doctrinal legal analysis and an examination of judicial practice, with the theoretical foundation resting on the principles of private autonomy, freedom of contract and legal certainty. The findings show that judicial substitution of intent is only permitted if a preliminary contract is breached and the essential terms (essentialia negotii) have been explicitly defined and accepted by those involved. Otherwise, judicial intervention risks undermining contractual autonomy and effectively making the court a substitute contracting party. This paper's originality lies in identifying structural deficiencies in the current regulation of Article 327 of the CCG and proposing normative improvements. In particular, the study recommends clarifying the scope of preliminary contract enforceability and establishing a more consistent judicial standard. These measures aim to strengthen legal certainty and enhance predictability in civil circulation, while safeguarding the legitimate expectations of contracting parties.