Definition
Pourparler (also rendered pour-parler) refers to the preliminary negotiations, conversations, or bargainings that take place between parties in the course of working toward a contract or formal agreement. The term carries a specific legal consequence: matters discussed or proposed during pourparler are not incorporated into the final contract and carry no binding force once the agreement is concluded. What was said, offered, or conceded during negotiations does not alter the terms of the completed instrument.
The concept applies in two related contexts:
1. Contract law: The pre-contractual discussions between private parties. Offers floated, positions taken, and concessions made during pourparler dissolve into the final agreement. They cannot ordinarily be used to supplement or contradict the written contract's terms — a principle reinforced by the parol evidence rule in common law systems.
2. International law and diplomacy: Preliminary consultations between states or their representatives before a treaty or convention is formally concluded. As with private contracts, the diplomatic pourparler — however substantive — does not bind the parties and is not part of the final treaty text.
Common Language
Modern common usage (Wiktionary): parley — a diplomatic consultation.
Historical common usage (Webster's 1913): A consultation preliminary to a treaty.
The common usage captures only the diplomatic dimension and treats pourparler as equivalent to a parley or preliminary meeting. The legal usage is narrower and more consequential: it identifies not just the fact of preliminary talks but their legal status — specifically, their exclusion from the binding agreement that follows. A researcher who encounters the term in ordinary diplomatic writing should not assume it carries legal force in the document.
Why It Matters in Research
Pourparler is a term that appears infrequently in common law sources and most often surfaces in materials with French legal ancestry — Louisiana jurisprudence, Quebec law, international treaties, and 19th-century commercial law treatises that drew on French and continental sources. Researchers should be alert to several navigational points.
First, the term's rarity in Anglo-American case law means its appearance in a primary source is often a marker of civilian influence, borrowed doctrine, or diplomatic drafting. Its presence may signal that the surrounding legal framework needs to be read through a civilian or mixed-jurisdiction lens.
Second, Black's 2nd edition adds the international law dimension absent from the 1st edition — a meaningful evolution reflecting the term's use in treaty practice. Researchers working with diplomatic history or international law sources should consult the 2nd edition framing.
Third, the underlying doctrine — that pre-contractual negotiations are legally inert once an agreement is formed — is universal across common law and civil law systems, but the word pourparler tethers that doctrine to its French-law articulation. When researchers encounter the term in historical sources, it is best understood as a signal word pointing to the parol evidence rule's conceptual ancestor in civilian contract theory.
Fourth, Bouvier's citation to Pardessus (Droit Commercial, art. 142) grounds the term in French commercial law doctrine. Researchers pursuing the substantive principle should follow that thread rather than treating the English-language dictionary entries as authoritative on French law itself.
Historical Dictionary Support
All three historical dictionaries agree on the core proposition: pourparler denotes pre-contractual negotiations, and those negotiations form no part of the completed agreement. This consensus is stable across editions and sources.
The notable evolution is Black's 2nd edition's explicit extension to international law and diplomatic practice — an addition not found in Black's 1st edition or Bouvier's. Bouvier's is the most substantive of the three, adding that the term specifically encompasses "conversations and negotiations which have taken place between the parties in order to make an agreement," and grounding the definition in Pardessus. Black's formulations are more compressed and draw implicitly on the same civilian tradition.
None of the three dictionaries addresses the relationship between pourparler and the parol evidence rule directly, though the functional equivalence is clear. Historical sources also do not address the evidentiary treatment of pre-contractual negotiations in litigation — a gap that matters for researchers moving from the definitional question to its practical consequences.
Jurisdictional Note
The term appears most frequently in Louisiana legal sources, where French civil law heritage makes pourparler a natural fit, and in international law materials. Common law jurisdictions accomplish the same legal result through the parol evidence rule without using the term. Researchers working exclusively in common law jurisdictions are unlikely to encounter pourparler in primary sources but may find it in treatises or secondary literature surveying comparative contract law.