Article 2.117 - Change of Circumstances

(1) A party is bound to fulfil his obligations even if performance has become more onerous, whether because the cost of performance has increased or because the value of the performance he receives has diminished.

(2) If, however, performance of the contract becomes excessively onerous because of a change of circumstances, the parties are bound to enter into negotiations with a view to adapting the contract or terminating it, provided that:

(a) the change of circumstances occurred after the time of conclusion of the contract, or had already occurred at that time but was not and could not reasonably have been known to the parties; and

(b) the possibility of a change of circumstances was not one which could reasonably have been taken into account at the time of conclusion of the contract; and

(c) the risk of the change of circumstances is not one which, according to the contract, the party affected should reasonably be required to bear.

(3) If the parties fail to reach agreement within a reasonable period, the court may:

(a) terminate the contract at a date and on terms to be determined by the court; or

(b) adapt the contract in order to distribute between the parties in a just and equitable manner the losses and gains resulting from the change of circumstances; and

(c) in either case, award damages for the loss suffered through the other party refusing to negotiate or breaking off negotiations in bad faith.