The accession agreement: the procedure for concluding and terminating

The Russian Civil Code allows various economic entities to conclude or offer their consumers accession agreements. These contracts are characterized by a number of features, in terms of their structure, content, as well as the application in various areas of legal relations. The contract of accession is typical for commercial legal relations. However, it should be compiled taking into account the norms of the Civil Code of the Russian Federation, and, what is very important, facts from law enforcement practice. What are the features of the accession agreements, in terms of their comparison with other types of contracts under the Civil Code of the Russian Federation? In which business areas is it most often used?

What is the essence of the contract of accession?

In accordance with the provisions of Art. 428 of the Civil Code of the Russian Federation, the agreement of accession is an agreement between economic entities, terms on which are determined by one of them using forms or some standardized forms, while its partner can join the corresponding contract without offering any conditions on its part.

The party to the agreement that joins the contract may require its termination or adjustment if its provisions deprive the economic entity of rights that are customary for such type of agreements or exclude the partner's liability for breaching certain obligations.

How can an accession agreement look like? A sample of this document is below in the picture.

In this case, an example of an agreement for the provision of air transportation services is considered.

There are certain subtleties in the interpretation of the agreement under consideration. The term "interconnection agreement" can be interpreted in different ways. In principle, in all cases it is in the jurisdiction of the Civil Code. But there may be a lot of varieties of this agreement.

There is, in particular, a contract for connection to electric grids - as a contract between an electricity supplier and its consumer (usually in the status of a legal entity). But there are a number of common signs for all contracts of the corresponding type. Let's study them.

Signs of the contract of accession

How can it be determined that an agreement should be classified as a contract in question?

An obligatory condition under which an agreement will be classified as an accession agreement is its compliance with the criteria that are prescribed in the provisions of Art. 428 Civil Code of the Russian Federation.

So, if an enterprise supplying goods or providing services, offers its partners to conclude a contract that does not involve any adjustments, then the first criterion of assigning the contract to the contract is observed. In many cases, the signing of the relevant agreement implies familiarization with the form of the accession agreement, in which only it is necessary to make the necessary identification information about the subject of legal relations.

Another important criterion is the presence of intracorporate standards for drafting the contracts under consideration in the company's management system, in accordance with which the partners sign these documents. One of the possible criteria for the company to have such standards is the content of such contracts, which are proposed to be concluded by other partners. If one company finds out that its supplier has signed the contract of accession on other terms, then if there are difficulties in the course of legal relations, it will be able to expect the termination of the contract as violating its right.

The contract of attachment can be represented in a fairly wide range of varieties. But all contracts of the corresponding type unite a number of common features. Once again we summarize them:

• It is permissible to determine the terms of the transaction only by one of its participants;
• It is necessary to standardize or apply the forms when concluding the contracts in question;
• It is acceptable to consider an agreement concluded only if it is signed by both parties to the transaction.

The procedure for concluding contracts for accession

Based on the specifics of the legal regulation of the status of accession contracts, it is possible to identify a number of key nuances that characterize the procedure for their conclusion.

Thus, the accession agreement is a document that:

• Subscribes to standards, often - using forms;
• Does not violate the rights of a party that agrees to sign the relevant document;
• Assumes complete acceptance by a third-party business entity of the conditions originally proposed by the firm that issued the contract and published it (or sent it to the partner privately).

Thus, the order of its conclusion implies that the parties follow the legal relations of the above criteria when drafting and signing the document.

It should be noted that in the course of law enforcement practice the criteria considered can be supplemented.

As we already know, the consumer of goods and services sold under the contract of accession may require an adjustment or cancellation of the agreement in the event that his rights are violated. In some cases, the transaction is declared invalid by virtue of the provisions of the law. This is possible if, for example, the contract does not specify the supplier's obligations to the consumer. In this sense, the procedure for concluding an accession contract is determined on the basis of the general requirements of Art. 428 Civil Code of the Russian Federation.

History of interconnection agreements

The agreement of accession is an agreement, quite new for the legal system of the Russian Federation. It was fixed in the Civil Code in 1994. But in the history of world jurisprudence, there are facts about the application of accession agreements in the 19th century. This was connected, as experts believe, with the formation of a separate category of law - formular.

The largest businesses of those years began to practice drawing up contracts on the basis of standardized forms, using the standard terms of agreements between various economic entities.

The appearance of these contracts was to a certain extent due to the active growth of the world economy and an increase in the intensity of economic ties between various enterprises. Business entities considered it necessary to reduce the time for drafting agreements with partners in order to spend it on discussing business issues.

What is noteworthy, the legal form in question (the contract of accession), in fact, had consistency in Soviet legislation. Thus, many enterprises of the USSR concluded contracts with the use of standard forms in order to reduce time and reduce the cost of other resources in the preparation of such documents.

After the establishment of capitalist relations in Russia, there arose a need for a substantial change in the civil law regulating standard transactions. So there were norms of the Civil Code of the Russian Federation, regulating the signing of interconnection agreements.

Who most often signs interconnection agreements?

Which firms most often enter into the agreements in question? In the legislation of the Russian Federation, the criteria on which economic entities should be guided in this case are not stated. In practice, interconnection agreements are most often concluded between suppliers of standard, mass goods, services and works, and their consumers in the status of natural persons. This is due to the fact that citizens usually use the relevant goods and services at regular intervals, in which there is no particular point in every time to put forward their conditions for the delivery of a product or service to the seller.

Agreements of accession in the banking sphere, in tourism, insurance are widespread . Quite popular application of these contracts in the electricity sector (but legal relations in this area are characterized by a number of features - we will discuss them further in the article).

The accession agreements and public agreements

What is the difference between a public contract and an accession agreement? There is a lot in common between the relevant agreements. The fact is that both types of contract to a significant extent limit the principle of freedom of the citizen and organization, from the point of view of participation in the definition of the terms of the contract. The public contract and the contract of accession are often concluded in the same spheres - in mass sales of goods and services, in the dispatch of agreements to potential customers. But the difference between the relevant contracts is very noticeable.

First of all, it is worth noting that a public contract is, in essence, a mechanism for determining the content of an agreement. In turn, the contract of accession is a legal mechanism for signing the document. Another difference between the sources in question is that the contract of accession recognizes a contract that does not take into account the legal status of counterparties. In turn, a public contract must be concluded by a commercial firm that performs certain public functions - their list is fixed in the Civil Code of the Russian Federation.

The contract of accession does not imply its automatic conclusion in the event that only a consumer of goods or services signs his signature. In turn, a public contract is in many cases considered as originally signed by the supplier of products or services. Therefore, if the consumer signs it - the agreement is considered to be concluded. It is assumed that the firm that has offered its client to conclude a public contract, until that point, the conditions of the contract will be worked out in sufficient detail. Subsequently, abandoning them will be problematic, and in this sense, the supplier under the relevant agreement may be less protected from a legal point of view.

One way or another, there are a lot of contracts in common. The main criterion that unites them is that the terms of the agreements are always determined by the supplier of goods and services. That is, it is legally incorrect to assume that the contract is a public one - preliminary, the accession is analogous. The consumer should not participate in the formation of conditions for the relevant contracts.

Challenging the contract of accession

So, we examined what constitutes an accession agreement, what are its features. It will also be useful to study what grounds for challenging economic entities may have, and, possibly, the termination of the relevant contract. The prospects for the solution of these tasks may depend, first of all, on the purpose of the economic entity's accession to the agreement in question.

So, if a firm wants to purchase certain resources for an entrepreneurial activity - for example, by purchasing gas or electricity under a contract of accession, then it can, in principle, challenge the contract, citing lack of detail. Which, in turn, can be problematic to implement within the formulary or intracorporate standard, on which the agreements under consideration are drawn up.

If the contract - to join networks, roads, in one way or another violates the rights of the economic entity, it can also be challenged, since this procedure is provided for by the provisions of the Civil Code of the Russian Federation. So, such cases are possible if, for example, the contract specifies the conditions under which the purchaser of the goods or raw materials should be assured of quality at its acceptance - there should not be a corresponding clause in such an agreement.

The second option, under which the contract of accession of the Civil Code of the Russian Federation allows us to consider it illegitimate - the lack of a sufficient list of obligations of any of the parties in the text of the agreement. That is - comparable to its rights, which are established by the contract.

Another option, in which the treaty can be considered illegitimate - the presence in it of conditions significantly burdening any of the parties. For example - the presence in the contract of an item on the possibility to review these or other conditions unilaterally by any of the economic entities that enter into legal relations, fixed by the contract of accession.

Above we noted that the contract of accession is, in particular, the contract for the delivery of electricity. This type of agreement is specific. Let's study it.

Contracts for electricity supply: nuances

The peculiarity of the contract in question is that, on the one hand, it can in principle be drawn up in accordance with the criteria of Art. 428 of the Tax Code of the Russian Federation, on the other hand, can hardly be formed without introducing changes to the proposed agreement, which the parties of legal relations managed to agree on.

The fact is that the majority of electricity suppliers in Russia are natural monopolies that conduct commercial activities with little or no competition. Therefore, a potential user of electricity under the contract can not practically choose a supplier on the market from several in order to find the optimal conditions for using the appropriate resources for himself. At the same time, the accession agreement is an agreement that assumes that in cases where a potential buyer is dissatisfied with the proposed conditions, he has the opportunity to choose an alternative option in the market. Which, if we talk about the Russian market, in many cases there is. In this case, the consumer has the only alternative - to generate electricity independently, which is not always possible technically, and is also problematic from the point of view of legal mechanisms (a license and other permissive documents that can be drawn up with great difficulty may be required).

Therefore, in practice, interconnection agreements offered by electricity suppliers are often adjusted, and therefore, strictly speaking, do not fully comply with the norms of Art. 428 Civil Code of the Russian Federation. In turn, the use of the standard provisions in the contract between the supplier and its consumers contradicts the norms of the Civil Code of the Russian Federation regulating the preparation of energy supply contracts. In particular, in accordance with these provisions, the volume, quality, mode of supply of energy, as well as the procedure for settlements for it should not be established unilaterally, but through agreement of the parties. While - and we have determined this above, the agreement of accession of the Civil Code of the Russian Federation prescribes to compose so that the conditions proposed by one party do not agree with the other.

Given the rather contradictory rules of law governing the conclusion of contracts for the accession of citizens and organizations with electricity suppliers, law enforcement practice shows that such contracts:

• Should, from the point of view of the provisions of the Civil Code of the Russian Federation, be drawn up taking into account the opinions of both sides of legal relations - the supplier and the consumer, and from this point of view, they do not meet the criteria of Art. 428 Civil Code of the Russian Federation;
• All the same are made on monopoly conditions of the supplier, and therefore actually correspond to the provisions of Art. 428 of the Civil Code of the Russian Federation and are, therefore, from a legal point of view, interconnection agreements.

Therefore, in practice, users of electric power, when concluding a contract with a supplier on the terms of accession, in many cases get the opportunity to challenge the conditions provided by the relevant agreement in a judicial procedure.

Having considered how the conclusion of the contract of accession in legal relations in the framework of electricity supplies is being carried out, we will study some features of signing these agreements in other spheres of the economy. Among the segments in which these contracts are common is insurance.

Contracts of joining in insurance: nuances

These contracts are in many cases concluded on the terms that are offered unilaterally by the insurer. Note that this mechanism is provided for by the Civil Code. The contract of accession is recognized as a contract, as we already know, which is formed by the supplier of one or another goods and services unilaterally, and this agreement is satisfied by the agreements under consideration - between the insurer and its clients.

At the same time, the parties to legal relations in the insurance market can also agree on adjusting certain provisions of the contract. In this case, it will not meet the criteria for recognition as an accession contract - in accordance with the provisions of Art. 428 Civil Code of the Russian Federation.

Summary

So, we considered what constitutes an accession agreement, its differences from public agreements. This contract assumes that one side of legal relations - most often, it is the supplier of any product or service, will offer conditions on which the agreement will be signed by another economic entity, the consumer. Any changes proposed by the counterparty will predetermine a change in the status of the contract to an ordinary one, one that presupposes the establishment of conditions by both parties.

In cases stipulated by law, it is possible to change the contract of accession or its termination. For example, if it is proved that the list of consumer rights for goods or services is not sufficiently extensive.

The most important criterion for assigning a document to accession agreements is standardization, compilation using forms. It is also desirable that the conditions prescribed by the firm in the same type of contracts are the same for all consumers who enter into agreements with the relevant economic entity.

There is a lot of general agreement about which we are talking about, has a public contract. First of all, they are united by the fact that the conditions for both documents are determined by the supplier. The contract of accession assumes that the contract is signed by both parties, and only in this case it is considered to be a prisoner. A public agreement, in turn, is considered effective immediately from the moment of its signing by the consumer of goods or services.

There are a number of features that characterize the technological connection agreement for the supply of certain resources by natural monopolies - for example, energy companies. In many cases, this contract can be classified as an interconnection agreement, the status of which is regulated by Art. 428 Civil Code - based on the fact that the terms of such contracts are offered by the supplier. But proceeding from the fact that he has a monopoly position, the consumer should have the opportunity to change the terms of the contract. If he uses it and the contract is changed, then the corresponding document will no longer be considered as an accession agreement.