The Civil Code of the Russian Federation granted the right to a unilateral refusal to execute an agreement earlier, but now the procedure has become more regulated and understandable. The appearance of the norm under discussion helps to act more confidently and eliminates unnecessary litigation.
The value of Art. 450.1 gk
The introduction of the article under discussion is a way to fill the gap in the part of regulating the termination of the contract.
The article contains a link to Art. 310 of the Civil Code, which gives the right to refuse further execution of the contract if this is due to the agreement itself or there are circumstances stipulated by law and other regulatory acts.
Regulatory acts mean acts of the authorities, for example, the rules for the provision of services or activities (utilities, trade, etc.).
In addition to the grounds for unilateral refusal to fulfill the contract, the Civil Code of the Russian Federation now describes the procedure for its implementation.
Judging by the meaning of the provisions of the law, the article applies to all cases where the will of one of the parties is sufficient to terminate the agreement. The only exception is the provision of law or contract.
Termination Procedure
According to the Civil Code of the Russian Federation, a unilateral refusal to fulfill an agreement is governed primarily by the agreement itself.
The termination procedure can be described in the text of the agreement, the parties can enter in the clauses the general wording on the right to refuse, without introducing any specifics in this regard.
The time periods of the procedure are different. They are either tied to specific circumstances agreed upon by the parties in advance, or the contract is terminated automatically after the corresponding expression of will. A telegram can be sent or actions can be taken indicating a refusal.
At what point is the agreement considered terminated? As soon as the other party receives a notice or in other circumstances, depending on the terms of the agreement. I must say that paragraph 1 of Art. 450 of the Civil Code of the Russian Federation is quite flexible and gives a certain freedom to establish its own rules.
Clearance Termination
The most common is the sending of a letter indicating the termination of the agreement. How to make a refusal to fulfill the contract? A sample can be found on the Internet.
It is advisable to compile the document so that there is no doubt who sent it, for what reason and for what reason. It is either sent via mail, or transmitted to the organization’s office. A copy of the applicant shall be marked by any authorized person if there is no office.
If the document is sent via mail, then the receipt and a copy of the attachment inventory with the postal seal remain on hand. The refusal to accept correspondence falls entirely on the shoulders of the entrepreneur or organization, because the postal service notifies you of the letter sent. If the letter was returned to the owner, it is better not to open it before the trial.
An electronic form is permissible, but an electronic digital signature must be on the document, allowing to prove the authorship of the document, and the sending must also be recorded by means of sending so that there is evidence for presentation to the court.
Thus, a notice of refusal to perform a contract requires no less attention than the signing procedure.
The impossibility of canceling a valid contract
The clarifications of the highest court and the law restrict the initiator of the termination of the contract.The court may declare its actions unlawful if all the conditions giving the right, according to the Civil Code of the Russian Federation, to unilateral refusal to fulfill the contract are not met.
At the same time, the agreement terminates if one of the parties refuses to comply with at least one condition of the contract.
Another option may be provided: the rejection of part of the clauses of the agreement leads to its change, if this possibility is provided for by the terms of the agreement and legislation.
Another nuance with a ban on refusal
If a party has reason to ask for termination of the agreement, but then accepts the fulfillment of obligations or otherwise confirms the validity of the contract, then it does not have the right to refuse the contract later, referring to previous circumstances.
For example, the buyer of the goods several times faced a delay in deliveries, which give him the right to refuse further cooperation. Further, he informs in writing that he does not intend to withdraw from the contract or accepts new deliveries without any reservations. This means that in the future he is not entitled to refer to these two delays in order to request the termination of the contract. Such a restriction in the Civil Code of the Russian Federation of refusal to execute the contract unilaterally makes you think immediately, as soon as problems arise, is it worth it to continue cooperation further. The second guilty party, while conscientiously continuing the relationship, is protected from surprises and other troubles.
However, the injured party is not deprived of the right to demand, including through the court, compensation for losses.
The described restriction does not apply to transactions that are illegal.
Legislation or agreement may limit the injured party in a statement of violation of his rights and termination of the contract in this regard by temporary terms. For example, an agreement establishes a weekly or otherwise deadline for sending a complaint to the guilty party.
If the refusal is due to violations of the current agreement
The desire to refuse the agreement may be objective - there is no longer a need for the service provided.
Another possible reason is dishonest behavior of the counterparty. What is it connected with?
The essential conditions of the contract, its basic components, without which it is considered not concluded, are not fulfilled. At least a violation of one of them is considered a serious circumstance, since the other side is deprived of what it was counting on or could count on.
This includes violations of payment, quality of service or product, the timing of their delivery or delivery.
I must say that the above items are not all possible options for the essential terms of the contract.
Bad faith is also connected with deception. For example, a company is engaged in activities for which a license or permit for conducting work from an SRO is needed. The provision of certain services is illegal without them.
The client, having learned about the absence of permits, has the right to refuse further cooperation.
In such a situation, the client is not deprived of the right to file a lawsuit in court so that the transaction is declared invalid and ask for damages, because in case of refusal partial fulfillment gives the right to partial payment.
Refusal of a pending agreement
At the stage of negotiations, one of the parties may refuse further cooperation. No consequences are foreseen.
The situation is different if there has been a preliminary contract or an agreement has been signed and sent for registration.
The preliminary agreement obliges in the future to conclude a contract on pre-agreed conditions. If neither party after the agreed period or 12 months does not declare its desire to sign the main contract, the obligation is terminated.
Otherwise, the second party is entitled to ask the court to oblige the counterparty to conclude an agreement or demand compensation.
Refusal of an agreement to register an agreement may be challenged in court.The second party has the right to ask the court to oblige the registry to conduct its registration. Then non-fulfillment of obligations gives the right to request or terminate the contract with subsequent compensation.
The above does not mean that the customer refuses to fulfill the contract without serious consequences, being late with the deadlines. When signing any documents, you should carefully consider the possible consequences.
Refusal of state or municipal contracts
The customer is limited in the right to refuse the services of the winner, with the exception of:
- providing the winner with incomplete or distorted information when applying;
- the contractor does not meet the requirements for the contractor of a specific order;
- there are other circumstances stipulated by law.
The customer, in fact, before concluding the agreement after the bidding has the opportunity to withdraw from the contract, having actually evaded signing it. I must say, this is rare. After signing, a refusal without serious compensation payments is subsequently impossible.
These provisions are well within the wording of Art. 450 p. 1 of the Civil Code of the Russian Federation.