From a legal point of view, a transaction is an act concluded between participants in civil relations and expressing their consent to perform a certain action. For the conclusion of the contract, the readiness of each of its parties to establish, amend or terminate specific rights and obligations is important. To denote an agreement to which two or more persons are parties, modern civilists more often use the concept of “agreement”. The variety of forms, subjects, objects, methods of acquiring legal force and validity period draws attention to the classification of transactions existing in domestic law.
Varieties of contracts by the number of parties and participants
Since it is impossible to systematize all agreements according to a single typology, its various grounds should be taken into account to determine a contract for a particular group. Therefore, the very first criterion to which attention is paid when classifying transactions in civil law is the number of parties participating in it. The legislation establishes the following types of contracts:
- unilateral;
- bilateral;
- multilateral.
In addition, the disclosure of the term “party” deserves special attention in this context, which means a person (or group of persons) expressing his will and readiness to produce specific legal consequences.
If, however, those who do not express their will regarding the subject of the agreement participate in the transaction, they are called third parties or parties to the agreement.
Features of the conclusion of unilateral agreements
The Civil Code of the Russian Federation has fixed the definition of a unilateral transaction. In order for the agreement to enter into legal force, the will of one party is sufficient. It is not difficult to give an example of such a document, because unilateral transactions include a will, drafting a deed of gift, issuance of a general power of attorney, etc. Thus, for the performance of these legal actions there is no need for the consent of anyone.
Interestingly, the rights under the agreement arise simultaneously from the party that committed it and from the third party in whose favor the transaction was completed. Moreover, the one who acquired the right to something as a result of the contract does not have any obligations. Otherwise, such a transaction would be declared null and void due to a discrepancy with the general notions of law. But the party that has expressed its will to grant the right does not cease to be obligated in relation to the third party. The generation of legitimate duties for unauthorized persons who are not parties to the agreement is possible only in cases established by law, as stipulated in art. 155 of the Civil Code of the Russian Federation.
The number of participants and parties as a basis for classifying transactions also implies the possibility of concluding bilateral and multilateral agreements. Here you can give an unlimited number of examples, starting with a contract of sale, an agreement on a simple partnership, an offer, etc.
Real and consensual contracts, gratuitous and reimbursable
Another criterion for classifying a transaction is its economic content. There are two main groups of agreements:
- onerous - requiring a response;
- gratuitous - not implying the fulfillment of any requirements.
So, the lease agreement can be attributed to the first type, and the transaction on gratuitous use to the second. The reason for highlighting another classification of transactions and contracts in civil law is the moment at which the execution of the agreement is timed.This aspect involves the distinction between real and consensual transactions. The second variety includes transactions that are considered to be concluded with full consent.
For example, a sales contract will be considered completed from the moment the buyer and seller discuss all conditions and make a positive decision. At the same time, such a deal cannot be called real, since until the moment of transfer of the object of the agreement (a certain thing, property, money) neither the new owner, nor the rights, obligations regarding it can arise.
Types of transactions on the onset of legal force and period of validity
The next basis for distinguishing contractual documents is the significance of their validity. One of the classifications of transactions, the legitimacy of which is determined by the presence of legal grounds, includes casual agreements. If the basis for such agreements becomes unprincipled from a legal point of view, they are called abstract. To understand the differences between a casual and an abstract document, one should cite the practical application of securities as an example. So, a bank bill, perceived as payment for certain goods, is, in fact, a promise to pay in the future, but not at all an actual payment.
Another important point by which civil law transactions can be divided is the period of their execution. Any agreements are:
- urgent - in such an agreement the moment of acquisition of legal significance or the date of termination of legal force is clearly stated, and in some cases they indicate both;
- perpetual - such transactions become legal immediately; there are no time limits on their effect in the content of documents.
Which deals are conditional and which are unconditional?
Any classification of types of transactions involves determining the conditions for their completion and acquisition of legal force. Accordingly, all civil contracts are divided into conditional and unconditional. If everything is relatively clear with the second type (the legal significance of such a document does not require any action), then with conditional agreements it is not so simple. They, in turn, are subdivided into those that are committed under a derogatory or suspensive factor.
So, in accordance with the agreement, the parties will have rights and obligations only when a specific circumstance occurs (for example, the marriage of one of the parties to the agreement) - such agreements will be referred to as made under a suspensive condition. Transactions relating to the occurrence of a specific event, which will bring about a partial or complete termination of rights and obligations, are connected with the conditional condition.
Invalid agreements: types and features
In the system of the contract institute of civil law, there is also a classification of invalid transactions. In the Civil Code of Russia, treaties recognized as unlawful are considered null and void. In the first case, we are talking about agreements that contradict the law itself, and therefore they are insignificant from the moment of their execution. Such a document does not give the parties any rights and obligations. Often the nullity of a transaction is proved in court, but even without a claim, the agreement is initially invalid.
Contested transactions, unlike insignificant ones, from the moment of their conclusion give rise to the parties rights and obligations, act in the legal field. Any party to the court can challenge the contract if there are grounds approved by the Civil Code of the Russian Federation. When rendering a verdict on the invalidity of the agreement, the reason for the document recognized as such shall be indicated. The illegal transactions announced by the court can be of four types:
- with vices of the subject;
- with malformations;
- with vices of will;
- with defects in content.
Financial Importance of Civil Transactions
Classification of transactions by the volume of material costs and investments is extremely necessary to fulfill its requirements. Distinguish, as you know, small household transactions and large financial agreements. The first actions are allowed to be independently concluded even by those persons who do not have the full legal capacity. These include:
- young children aged 6 to 14 years;
- adolescents under the age of majority;
- individuals with partial legal capacity by court order.
As for large financial transactions, here we are talking about credit, collateral, surety, loan and other agreements. By the way, for the first time this category of agreements is mentioned in the legislative acts regulating the activities of joint-stock companies. In particular, in Art. 79 of the Federal Law "On Joint-Stock Companies", the procedure for conducting large financial transactions is established - an agreement can be concluded only after the adoption of the relevant decision of the shareholders meeting.
How do treats differ in their subjects?
The concept and classification of transactions is largely dependent on their subject. So, it is possible to conditionally divide civil contracts, depending on what thing becomes the basis for the acquisition of the rights and obligations of the parties. In separate categories distinguish:
- agreements with real estate (purchase and sale, rental, gratuitous use, pledge, etc.);
- conclusion of agreements with securities (including promissory notes for issuing, avalizing and accepting, endorsing and payment);
- urgent operations in the stock market (margin transactions, futures contracts, purchase and sale of options of delivery and settlement type).
Speaking about this classification of foreign trade transactions, it is important to pay attention to the fact that many of them found their legislative consolidation not so long ago. For example, the definition of margin transactions is enshrined in the regulatory legal acts on the regulation of brokerage in the securities market in order to control illegal financial flows.
Oral and written transaction
An important place in the typology of civil contracts is the classification of transaction forms. As you know, agreements are concluded in writing or orally. If you start from the law, it is worth noting that there may be some restrictions for concluding an oral contract. But if an agreement can be reached at the level of verbal agreement, nothing can prevent its implementation. In some cases, the written (regular or notarized) form of the contract can be changed verbally, even if the law requires the preparation of the actual written document. There is no need for notarization of the transaction if:
- it is between citizens and legal entities, as well as between organizations;
- the subject of the agreement between individuals is the amount of money not less than 10 times the minimum wage in the region.
The written form of the contract does not have its own classification of types of transactions. The agreement is drawn up in the form of one main document, multiplied by several copies for each participating party. The written form of civil transactions also implies the exchange of letters, telegrams, and the use of other methods of exchanging information. The crucial point is the observance of a simple written form, which allows the parties in case of a dispute to invoke real evidence in support of their own words.
Agreements requiring special processing
At the legislative level, it is determined that in specific cases, bilateral and multilateral agreements must be drawn up on a special form, sealed with a wet seal, etc.For example, the use of a facsimile or digital signature is permitted only in exceptional cases. The use of any means for mechanical copying or analogues of a handwritten signature is not prohibited by law, but can only take place if there are specific circumstances.
For example, the Federal Law “On Electronic Digital Signatures” provides a clear distinction between what classification of transactions it is allowed to use an electronic digital signature. Such a requisite is necessary to protect the created document. To correctly draw up an electronic agreement, cryptographic data transformations and the use of a confidential key will be required. Only thanks to the electronic signature, it is possible to identify the holder of the key certificate and find out whether the information presented in the electronic document is true or not distorted.
Contracts to be certified and registered
A separate classification of transactions in civil law includes varieties of contracts, for the conclusion of which a notarization is a prerequisite. In particular, some of them are determined by the Civil Code of the Russian Federation, others stem from the agreements of the parties. In addition to notarization, some of them need to undergo the state registration procedure. For example, transactions relating to intellectual law (patent assignment, sale of a trademark, certificate, etc.) must undergo the appropriate procedure in federal bodies.
State registration is also required when drawing up a contract, the subject of which is real estate. In accordance with civil law, the classification of transactions in this category is reflected in a single register. The database contains basic information about the property and the nuances of the contract associated with it. Upon the alienation of property subject to mandatory state registration, from a legal point of view, the buyer will acquire ownership of it not from the moment of conclusion of the transaction, but from the moment the immovable object is entered into the register. Subject to state registration and collateral agreement (for example, when registering a bank mortgage). In this case, it is sufficient only to enter the register, without notarization.