Russian Federation: Understanding Russian Contract Law To Protect Your Business Interests

Last Updated: 18 October 2017
Article by Jus Privatum Law Firm

Russian contract law is based on market economy principles of respect for civil rights and liberties of individuals and legal entities, equality of parties, freedom of contracts, and inviolability of property. In Russia, contract law falls under Russian civil law.

Contractual relationships in Russia are governed by many laws and regulations with the Civil Code of the Russian Federation (hereinafter – the "Civil Code") being the principal one. The last part of this Code was passed as far back as 1994. Currently, civil law is being reformed in Russia, and laws of obligations and contract law have undergone the most significant changes.

Russian Contract Law Basics

A feature of the Russian legal system is that a labor contract does not fall under the contract law system. When it comes to the Russian contract law, only civil law contracts are usually implied. According to the Russian civil law doctrine, a contract in Russia is an agreement between two or more persons on the establishment, change, or termination of civil rights and liabilities.

As stated above, a principle of freedom of contracts is applied in Russia, which implies the following components:

  • It is not allowed to force the making of a contract unless otherwise provided by law.
  • Parties may enter into any type of contracts, both stipulated and not stipulated by law.
  • Parties may establish any contractual terms except when a particular term is governed by law and may not be changed by agreement between parties.

With regard to the latter component of the principle of freedom of contracts, the contract law provisions in Russia are divided into imperative, dispositive, and conventionally dispositive provisions.

Imperative Provisions

Imperative provisions of contract law strictly set terms of contracts, and parties may not change them at their own discretion. If parties have made a contract with terms contradicting imperative law provisions, in case of a dispute between parties, imperative provisions will be applied rather than contractual terms.

For example, in a supply contract, parties have established that the seller shall not be liable for the quality of the supplied equipment for fabrication of plastic bags; the equipment is delivered to the buyer as is; therefore, additional discount to the equipment is offered to the buyer. But after payment for the equipment and receipt, the buyer finds that the equipment is defective due to absence of controller and may not be used for manufacture of plastic bags. If the dispute between the seller and the buyer is resolved by judicial process, this contractual term would be declared invalid, and the court would take the side of the buyer because pursuant to Article 469 of the Civil Code, the quality of the goods shall correspond to the terms of delivery contract; the goods shall be suitable for the purposes for which goods of this sort are usually used; the quality of the goods shall meet mandatory quality requirements if they are established in relation to these goods. According to Article 470 (1) of the Civil Code, goods which the seller is obliged to hand over to the buyer shall correspond to the requirements stipulated by Article 469 of the Civil Code, at the time of their transfer to the buyer, unless the sale and purchase contract provides for a different time of defining the compliance of goods with these requirements and within the reasonable period goods shall be suitable for the purposes for which goods of this sort are usually used.

Dispositive Provisions

Dispositive contract law provisions allow the parties to establish the terms of their contract independently, limiting them only with general law principles.

For example, according to Article 614 (1, 2) of the Civil Code, a lessor and a lessee may determine the amount of the rental payment, the procedure and the terms of payment thereof.

Conventionally Dispositive Provisions

Conventionally dispositive provisions of contract law include provisions allowing parties to choose a certain contractual term among the variants provided by law or to establish any contractual term, but within the framework provided by law.

For example, according to Article 612 (1) of the Civil Code, in case of discovery of defects of leased property, a lessee shall have the right at his option:

  • To demand that the lessor should either remove free of charge the defects of property or reduce proportionately the rental payment, or indemnify its expenses on the removal of the defects of property.
  • To deduct directly the sum of the expenses incurred in the removal of these defects from the rental payment by notifying the lessor about this in advance.
  • To demand the anticipatory dissolution of the contract.

According to Article 627 (1) of the Civil Code, a hire contract shall be concluded for a term of one year. This means that parties may establish any term of the contract but within one year.

Due to the fact that it is often unclear if a contract law provision is imperative, dispositive or conventionally dispositive, it is not uncommon in practice that courts understand and apply contractual terms in a way that is absolutely different from expectations of a certain party, this is why a court order in resolution of a dispute between parties may be unexpected for both contracting parties.

Jus Privatum's Legal Team Offers Knowledge of Russian Contract Law

To avoid embarrassing situations and substantial losses in implementing a certain contract, Jus Privatum recommends consulting lawyers at the stage of its preparation and determination of terms. And if Russian law applies to the contracts that have been prepared, it is necessary to consult attorneys who specialize in Russian contract law.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Authors
 
Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Topics
 
Related Articles
 
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
 
Email Address
Company Name
Password
Confirm Password
Position
Mondaq Topics -- Select your Interests
 Accounting
 Anti-trust
 Commercial
 Compliance
 Consumer
 Criminal
 Employment
 Energy
 Environment
 Family
 Finance
 Government
 Healthcare
 Immigration
 Insolvency
 Insurance
 International
 IP
 Law Performance
 Law Practice
 Litigation
 Media & IT
 Privacy
 Real Estate
 Strategy
 Tax
 Technology
 Transport
 Wealth Mgt
Regions
Africa
Asia
Asia Pacific
Australasia
Canada
Caribbean
Europe
European Union
Latin America
Middle East
U.K.
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.

Disclaimer

The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.

General

Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions