Definition and meaning of the declaration of intent The declaration of intent is a central element of every legal transaction and refers to a statement or action by which a person expresses their intention to enter into, change or terminate legal obligations. A declaration of intent is therefore the basis of freedom of action under private law and forms the core of private autonomy in legal transactions. Only declarations of intent give rise to legal transactions such as contracts that have legal consequences.

Elements of a declaration of intent: subjective and objective facts A valid declaration of intent consists of two elements: a subjective (internal) and an objective (external) fact.

• Subjective elements of the offense: The subjective elements of the offense comprise the will to act (the conscious performance of an action), the awareness of the declaration (the awareness of making a legally relevant declaration) and the intention to transact (the intention to conclude a specific legal transaction).
• Objective facts: The objective facts refer to the externally recognizable act by which the intention is expressed, for example by speaking, writing or conclusive conduct (implied action).

A declaration of intent is only valid if both conditions are met.

Forms of declaration of intent Declarations of intent can be made in various forms:

• Verbal: A direct verbal statement, for example during sales negotiations.
• In writing: By means of a signed document, for example in the case of contracts that are subject to the written form.
• Conclusive (implied) behavior: By actions from which the intention to be legally bound can be clearly inferred (e.g. placing goods on the checkout conveyor belt, payment).

A common example of implied action is the display of goods with price tags, which is legally interpreted as invitatio ad offerendum (invitation to submit an offer).

Will to be legally bound as a decisive criterion A decisive element of the declaration of intent is the will to be legally bound. Without the intention to be legally bound, these are merely non-binding favors or social promises that are not legally enforceable. The distinction is made on the basis of objective criteria according to how a reasonable third party could and should have understood the act.

Declarations of intent to absent persons become effective in accordance with Section 130 BGB upon receipt by the recipient. Receipt is deemed to have taken place as soon as the declaration reaches the recipient’s sphere of influence in such a way that the recipient can take note of it under normal circumstances. From this point in time, the declaration is generally binding and can have legal consequences.

Contestation of declarations of intent (Sections 119 et seq., 142 BGB) Declarations of intent can be contested under certain conditions, for example due to error (Section 119 BGB) or fraudulent misrepresentation (Section 123 BGB). A successful challenge leads to the retroactive annulment of the declaration of intent (ex tunc) in accordance with Section 142 BGB. This means that the legal situation is treated as if the declaration of intent had never been made.

Nullity of declarations of intent (Section 105 BGB) Under certain circumstances, declarations of intent are null and void from the outset, for example if the person making the declaration is legally incapable (Section 105 BGB) or is unconscious or has a temporary mental disorder (Section 105 (2) BGB). Such declarations of intent have no legal effect.

Interpretation of declarations of intent (Section 133 BGB) According to Section 133 BGB, the actual intent of the declarant is decisive for the interpretation of declarations of intent, not the literal wording. The courts determine the actual intention by objectively considering all circumstances in order to adequately protect the declarant from misunderstandings or inadvertent commitments.

Declarations of intent form the basis of all contract law and enable the autonomous structuring of legal relationships between private individuals and companies. Their careful formulation and clear communication are of crucial importance to ensure legal certainty and prevent legal disputes.

Summary of the significance of the declaration of intent In summary, the declaration of intent is the central instrument of private autonomous law-making. It ensures that only those legal obligations arise that are actually intended by the parties involved. The detailed legal regulation of the validity, interpretation and contestation of declarations of intent contributes significantly to legal clarity and the protection of those involved in legal transactions.