Unilateral refusal to comply with the Civil Code of the Russian Federation: comments and features

может иметь место в случае существенного нарушения одной из сторон условий сделки. Unilateral refusal to execute the supply contract may take place in case of a material breach by one of the parties to the terms of the transaction. This provision is established by Article 523 of the Civil Code. Let us consider the norm in more detail.

Features of violations

при несоблюдении одной из сторон условий сделки. Unilateral refusal to perform the contract is allowed if one of the parties fails to comply with the terms of the transaction. In Art. 523 there are significant violations that can be made by the participants in the relationship. In particular, for the supplier they are repeated non-observance of the established terms, delivery of products of inadequate quality with defects, it is impossible to liquidate them in a period acceptable to the purchaser. Substantial violations on the part of the buyer will be considered repeated non-collection of goods or delay in payment.

Explanations

As a general rule, fixed in Art. 310, a unilateral refusal to perform the contract is prohibited . , однако, предусматривает исключения. The Civil Code , however, provides for exceptions. In accordance with Article 450 of the Code (Clause 1), the termination of a transaction or the modification of its terms are possible by agreement of its participants. This provision is aimed at ensuring stability in civil circulation.

Specificity of terms

While fixing the rules for early termination of the obligation, the legislation uses different concepts. , расторжение соглашения. Among them, in particular, unilateral refusal to perform the contract , termination of the agreement. The difference between them is the way they are implemented. Termination of the agreement is an option to terminate the obligations by agreement between the parties or in court. Refusal of the contract is a one-sided measure. At the same time, it can be attributed to methods of operational impact in the framework of ensuring an adequate response to a violation committed by the counterparty. The second party, in turn, must compensate for losses caused by default. Legislation, however, allows challenging the application of this operational measure.

Nuance

предусматривается законодательством в любое время, его следует рассматривать исключительно как способ оперативного воздействия на контрагента. If the refusal to perform the contract unilaterally is provided by the legislation at any time, it should be considered solely as a method of operative impact on the counterparty. The commented norm of the Code permits the use of this measure if there is a material breach of the terms of the transaction by one of the participants. This means that the settlement of the problem arises without resorting to any instances.

Essence of the violation as an appraisal concept

In Art. , присутствует отсылка к 450 статье Кодекса. 523, which provides for a unilateral refusal to perform the contract , there is a reference to Article 450 of the Code. It provides an official definition of a significant violation. They call such action / inaction, which causes such damage to the party to the transaction, that it largely loses what it was entitled to expect when entering into these legal relations.

Criteria

. Having established the general concept of the materiality of the violation, the legislation defines its specific types, in which it is possible to refuse a contract from the party . They are provided for in clauses 2 and 3 of the 523 Article of the Code. At the same time, a criterion has been established for the buyer, such as recurrence. She assumes that the violation was committed at least two times.

Additionally

Article 523 is not the only rule providing for unilateral refusal to perform the contract. The Civil Code of the Russian Federation contains, for example, Art. 509. In a. 3 of this rule it is established that if the purchaser does not provide the shipping order in the prescribed time, the counterparty has the right to unilaterally refuse to perform the contract. предусматривает аналогичную возможность и в ст. The Civil Code provides for a similar possibility in Art. 515. Paragraph 2 of this rule specifies that the counterparty can use its right if the recipient did not choose the required volume of production within a specified period. The Plenum of the Supreme Arbitration Court in one of its resolutions explains the specifics of the application of 515 and 509 articles. по основаниям, определенным в этих нормах, происходит расторжение всего обязательства в целом, если другое не заявлено в уведомлении о прекращении правоотношений. In particular, the Court points out that if, under the terms of the agreement, the transfer of production is made by parties, in the case of unilateral refusal to perform the contract on the grounds defined in these norms, the entire obligation is terminated, unless the other is stated in the notice of termination of legal relations.

Indemnification of losses

может повлечь предъявление требований от пострадавшей стороны на возмещение контрагентом понесенных потерь. Unilateral refusal to fulfill obligations may entail the presentation of claims from the affected party for compensation by the counterparty of the losses incurred. However, such a right is granted to the party to the relationship, if the violation is found to be material. A participant who declares a unilateral refusal may submit a claim for compensation for losses incurred in connection with the termination or amendment of the agreement. This provision is enshrined in Article 453 of the Code.

Disputes in court

In the proceedings of a conflict that arises from a supply contract related to the application of a refusal to comply with the agreed conditions unilaterally, the authorized body in all situations evaluates the arguments of both parties about its legitimacy, if it concerns claims. It seems that, within the meaning of the indications present in paragraphs 2 and 3 of the article in question, the burden of proving the materiality of the violation in accordance with the entity that committed it should be shared. From this we can draw the following conclusion. In the proceedings of a dispute arising from a supply agreement for the performance of which a refusal was declared, the participant who committed it should prove the lack of materiality in the violation. The commented norm does not specify an exhaustive list of actions that can act as a basis for withdrawing from the transaction. In this regard, the parties to the legal relations in the agreement have the right to establish specific violations that they consider to be material, circumstances in which the aggrieved party may unilaterally declare the waiver of partial or complete fulfillment of the conditions.

Notification

As it was mentioned above, the norm in question is applied to certain legal relations without applying to any authorized bodies. However, the law establishes the duty of the entity withdrawing from the transaction to notify the counterparty of this. As a general rule, upon receipt of such notification, the contract will be deemed terminated (or amended). Another term may be provided directly in the notice or agreement of the parties.

conclusions

In accordance with the commented norm, thus, the subject has the right to declare the refusal to perform the obligations taken in accordance with the terms of the transaction unilaterally, if the counterpart has committed a material violation. For the buyer it will consist in receiving goods of inadequate quality, in which there are revealed such shortcomings that can not be quickly eliminated, as well as in the repeated failure of another participant to meet the shipment deadline. For the supplier, a significant violation on the part of the acquirer will be the repeated non-collection of goods and the delay in payment. The injured participant in legal relations can claim for compensation for the losses incurred by him. When filing a lawsuit, he must take into account that the court must conduct a comprehensive study of the circumstances. In accordance with this, the authority must receive all materials relevant to the consideration of the dispute. All arguments to the injured party must be confirmed by documents.

Conclusion

Unilateral refusal is carried out by way of extrajudicial settlement of the dispute. It leads to termination of the legal relationship from the moment the counterparty receives notification from the second party to the transaction. This procedure differs from the termination of the contract. It is carried out in court. At the same time, prior to filing a claim, the person concerned must conduct a claim settlement. According to Art. 452, the claims for correction or termination of the contract are declared by the party only after receiving from the counterparty a refusal to submit a proposal sent to him or not receiving a response within the stated time or within 30 days. The general between these two events can be called the fact that in both cases there is a termination of legal relations. In accordance with the Civil Code, in most cases, the commission of significant violations of the terms of the transaction, it is specifically refusal from the contract unilaterally, and not its dissolution.