Pre-contractual negotiations are a process in which the parties exchange concessions and information in order to reach a final agreement. In classical law, based on the principle of contractual freedom, the parties were allowed to leave the negotiations before the final signing; however, in modern law, this freedom is limited by the principle of good faith and the prohibition of abuse of rights. The main issue of the present research is the basis and method of compensation for damage resulting from the unjustified termination of these negotiations in the Iranian legal system. Although the Iranian Civil Code is silent on this issue, by citing the Civil Liability Law (approved in 1339), the principle of non-harm and Article 40 of the Constitution, it is possible to assume civil liability (force majeure) for the party who has caused damage to the other party by creating false hope and fault. The research findings show that the damages that can be claimed at this stage mainly include “negative damages” or losses resulting from trust (travel expenses, expertise, lost opportunities) and positive damages (expected profits from the contract) cannot be claimed due to the failure to conclude the contract. In Iranian law, the determination of “fault in negotiation” is subject to proving behavior that is contrary to convention and good faith, such as entering into negotiations without a serious intention to make a deal or abruptly terminating them on the verge of finalization, without a justifiable reason. This article, while examining the jurisprudential and legal foundations, explains the unity of the criterion between pre-contractual liability and the general rules of civil liability and explains the necessity of foreseeing a specific legal entity in this regard.