No contract without a price information – distinguishing between an offer and a mere request for a reservation in accommodation contracts

An accommodation contract generally requires that the offer also includes details of the price of the accommodation, unless this has been communicated to the enquirer in advance or was otherwise known to them. If no price is stated, the offer is, in principle, merely a non-binding enquiry (‘invitatio ad offerendum’). If the enquirer remains silent in response to a “booking confirmation” sent to them, this does not in itself give rise to any pre-contractual liability.

Facts

The defendant sent an email to the claimant, a hotel operator, enquiring about the availability of several rooms for different periods (5 single rooms for 5 nights and 25 single rooms for 6 nights). The email was titled “Room enquiry” and contained the following text:

“Dear Sir or Madam,

We would like to reserve the following rooms at your establishment:
11–15 September 2023 5 single rooms
16–22 September 2023 25 single rooms
Many thanks in advance. 

Kind regards

(...)“

The claimant subsequently sent a “reservation confirmation” with specific room rates. The defendant did not respond to this. After the claimant had nevertheless kept the rooms available and was subsequently unable to let them to other guests, she demanded payment of the accommodation costs from the defendant and, in the alternative, compensation for breach of pre-contractual obligations.

The Regional Court of Frankfurt am Main initially upheld the claim. However, on appeal by the defendant, the Higher Regional Court of Frankfurt am Main dismissed the claim in its entirety.

Decision of the Higher Regional Court of Frankfurt am Main

No conclusion of contract

In the opinion of the Higher Regional Court of Frankfurt am Main, no accommodation contract was concluded between the parties, meaning that the claimant has no claim against the defendant for payment of the accommodation price pursuant to Sections 535, 537 of the German Civil Code (BGB). 

An offer within the meaning of Sections 145 et seq. of the German Civil Code (BGB) only exists if the declaration is formulated in such a way that it can be accepted by a simple ‘yes’. For this to be the case, the offer must contain all essential elements of the contract. In the case of an accommodation contract, this regularly includes the room price.

If the price is not stated, the declaration can, from the perspective of an objective recipient, only be understood as an invitation to make an offer (invitatio ad offerendum). This applies in any event where the price was neither known to the enquirer in advance nor can be clearly determined from the circumstances. The defendant’s email therefore served merely to enquire about availability and price, as indicated by both the subject line and the content of the email (“We would like to reserve the following rooms at your establishment”). 

Nor was a contract concluded by the fact that the claimant assumed as much and sent a booking confirmation. Rather, this constituted the actual offer to contract on her part, which the defendant had not accepted either expressly or impliedly.

No liability for culpa in contrahendo 

Nor is there any claim for damages arising from a breach of pre-contractual obligations (Sections 311(2), 280(1) and 241(2) of the German Civil Code (BGB)).

It is true that the parties had entered into contract negotiations through the room enquiry. However, the defendant’s silence in response to the reservation confirmation alone does not establish sufficient grounds for reliance to suggest that a contract would certainly be concluded. In principle, every negotiating party is permitted to refrain from concluding a contract without having to provide a reason.

The plaintiff’s mistake alone, in believing that the defendant’s email already constituted a binding offer to contract, does not give rise to an obligation on the defendant’s part to proactively clarify this mistake upon receipt of the ‘reservation confirmation’. A duty to clarify exists only if one party, through positive action – going beyond mere silence – has aroused in the other party a legitimate expectation that the contract would be concluded. This is lacking in the present case. In particular, following the enquiry, the defendant did not display any conduct suggesting agreement to the contract. 

Practical relevance

The decision highlights the high standards required for a legally binding contract to be concluded in the hotel and accommodation sector. A mere “room enquiry” without a price quotation does not generally constitute an offer. Accommodation providers should therefore be wary of bindingly reserving rooms solely on the basis of such enquiries without first having received a clear declaration of acceptance from the customer. 

 (Higher Regional Court of Frankfurt am Main, judgment of 11 February 2026 – 9 U 107/24)