Prior communings (or, communings) meaning

In practice, prior communings (or communings) are the parties’ pre-contract negotiations: discussions, emails, letters, draft terms, heads of terms and other communications exchanged before a binding agreement is concluded. The expression is chiefly used in Scots law (not defined by statute), especially in conveyancing and commercial contracts, but the concept aligns with what England and Wales, Northern Ireland and Ireland call pre-contract negotiations. Key features and significance: - Generally non-binding unless clear intention to create legal relations is shown; commonly marked “subject to contract”. - Superseded by the concluded written contract (for example, by missives in Scotland) and often disclaimed by entire agreement and non-reliance clauses. - Typically inadmissible as an aid to contract interpretation across the UK and Ireland; courts interpret the final written terms rather than negotiations. - May still be relevant to issues of contract formation (offer and acceptance), rectification, misrepresentation, collateral warranties, estoppel and, in some cases, implied terms. - Useful evidentially to establish background facts known to both parties, but not to contradict or vary clear contractual wording. Usage is broadly consistent across the jurisdictions, though the label “prior communings” is most associated with Scots law. The underlying principles on pre-contract negotiations and the parol evidence/exclusionary rule are similar.