The Civil Code of the Russian Federation(with the Additions and Amendments of February 20, August 12, 1996,
October 24, 1997, July 8, December 17, 1999, April 16, May 15,
November 26, 2001, March 21, November 14, 26, 2002,
January 10, March 26, November 11, December 23, 2003)
Chapter 27. The Concept and the Terms of the Contract
Article 420. The Concept of the Contract
1. The contract shall be recognized as the agreement, concluded by two or by several persons on the institution, modification or termination of the civil rights and duties.
2. Toward the contracts shall be applied the rules on bilateral and multilateral deals, stipulated by Chapter 9 of the present Code.
3. Toward the obligations, arising from the contract, shall be applied the general provisions on obligations (Articles 307-419), unless otherwise stipulated by the rules of the present Chapter and the rules on the individual kinds of contracts, contained in the present Code.
4. Toward the contracts, concluded by more than two parties, the general provisions on the contract shall be applied, unless this contradicts the multilateral nature of such contracts.
Article 421. The Freedom of the Contract
1. The citizens and the legal entities shall be free to conclude contracts. Compulsion to conclude contracts shall be inadmissible, with the exception of the cases, when the duty to conclude the contract has been stipulated by the present Code, by the law or by a voluntarily assumed obligation.
2. The parties shall have the right to conclude a contract, both stipulated and unstipulated by the law or by the other legal acts.
3. The parties shall have the right to conclude a contract, in which are contained the elements of different contracts, stipulated by the law or by the other legal acts (the mixed contract). Toward the relationships between the parties in the mixed contract shall be applied in the corresponding parts the rules on the contracts, whose elements are contained in the mixed contract, unless otherwise following from the agreement between the parties or from the substance of the mixed contract.
4. The contract terms (provisions) shall be defined at the discretion of the parties, with the exception of the cases, when the content of the corresponding term (provision) has been stipulated by the law or by the other legal acts (Article 422). In the cases, when the contract provision has been stipulated by the norm, applied so far as it has not been otherwise stipulated by the agreement between the parties (the dispositive norm), the parties may by their own agreement exclude its application, or may introduce the provision, distinct from that, which has been stipulated by it. In the absence of such an agreement, the contract provision shall be defined by the dispositive norm.
5. Unless the contract provision has been defined by the parties or by the dispositive norm, the corresponding provisions shall be defined by the customs of the business turnover, applicable to the relationships between the parties.
Article 422. The Contract and the Law
1. The contract shall be obliged to correspond to the rules, obligatory for the parties, which have been laid down by the law and by the other legal acts (the imperative norms), operating at the moment of its conclusion.
2. If after the conclusion of the contract the law has been passed, laying down the rules, obligatory for the parties, which differ from those in operation when the contract was concluded, the provisions of the concluded contract shall stay in force, with the exception of the cases, when the law decrees that its action shall be extended to the relationships that have arisen from the contracts, concluded at an earlier date.
Article 423. The Pecuniary and the Gratuitous Contracts
1. The contract, by which the party shall receive a pay or a different kind of the regress remuneration for the discharge of its duties, shall be a pecuniary one.
2. The contract shall be recognized as gratuitous, if by it one party assumes an obligation to provide something to the other party without receiving from it a pay or another kind of the regress remuneration.
3. The contract shall be supposed to be a pecuniary one, unless otherwise following from the law, from the other legal acts, or from the content or the substance of the contract.
Article 424. The Price
1. The performance of the contract shall be paid by the price, fixed by an agreement between the parties. In the law-stipulated cases, the prices (the tariffs, estimates, rates, etc.) shall be applied, fixed or regulated by the specially authorized state bodies.
2. Change in price after the conclusion of the contract shall be admitted in cases and on the terms, provided for by the contract, law, or in the procedure established by law.
3. In the cases, when the price in the pecuniary contract has not been stipulated and cannot be defined proceeding from the contract terms, the performance of the contract shall be remunerated by the price, which is usually paid under the comparable circumstances for the similar kind of commodities, works or services.
Article 425. The Operation of the Contract
1. The contract shall come in force and shall become obligatory for the parties from the moment of its conclusion.
2. The parties shall have the right to establish that the terms (provisions) of the contract, concluded by them, shall be applied to their relations, which have arisen before the conclusion of the contract.
3. The law or the contract may stipulate that the end of the term of operation of the contract entails the termination of the parties' obligations by the contract. The contract, in which such a term is absent, shall be recognized as operating until the moment, when the parties complete the performance of the obligation, defined in it.
4. The expiry of the term of operation of the contract shall not absolve the parties from the responsibility for its violation.
Article 426. The Public Contract
1. The public contract shall be recognized as a contract, concluded by a commercial organization and establishing its duties by the sale of commodities, by the performance of works and by rendering services, which such an organization shall effect in conformity with the nature of its activity with respect to anybody, who turns to it (in the sphere of the retail trade, the passenger traffic in the public transport vehicles, the communications services, the supply of electric energy, the medical services, the hotel accommodation, etc.). The commercial organization shall have no right to show preference to some persons as compared with the others as concerns the conclusion of a public contract, with the exception of the cases, stipulated by the law and by the other legal acts.
2. The price of commodities, works and services, as well as the other terms of the public contract shall be equal for all the consumers, with the exception of the cases, when the law and the other legal acts admit the granting of privileges for the individual consumer categories.
3. Refusal on the part of the commercial organization to conclude a public contract, if it can provide to the consumer the corresponding commodities and services and to perform for him the corresponding works, shall not be admitted. If the commercial organization ungroundlessly avoids the conclusion of a public contract, the provisions, stipulated by Item 4 of Article 445 of the present Code, shall be applied.
4. In the law-stipulated cases, the Government of the Russian Federation may issue the rules, obligatory for the parties in concluding and performing public contracts (the standard contracts, the provisions, etc.).
5. The terms of the public contract, not corresponding to the requirements, laid down in Items 2 and 4 of the present Article, shall be insignificant.
Article 427. The Model Contract Rules
1. It may be stipulated in the contract that its individual terms are defined by the model terms, elaborated for the corresponding type of the contracts and published in the press.
2. In the case, when the contract contains no reference to the model terms, such model terms shall be applied toward the relationships between the parties as the customs of the business turnover, if they comply with the requirements, laid down by Article 5 and by Item 5, Article 421 of the present Code.
3. The model terms may be exposed in the form of a model contract or of another document, containing these terms.
Article 428. The Contract of Affiliation
1. The contract of affiliation shall be recognized as the contract, whose terms have been defined by one of the parties in the official lists or in the other standard forms and could have been accepted by the other party only by way of its joining the offered contract as a whole.
2. The party, which has joined the contract, shall have the right to demand that the contract be dissolved or amended, if the contract of affiliation, while not contradicting the law and the other legal acts, deprives this party of the rights, which are usually granted by the contracts of the given kind, if it excludes or limits the responsibility of the other party for the violation of the obligations or contains the other terms, clearly onerous for the affiliated party, which it would have rejected, proceeding from its own reasonably interpreted interests, could it have taken part in defining the contract terms.
3. In the face of the circumstances, stipulated in Item 2 of the present Article, the demand about the dissolution or the amendment of the contract, put forward by the party, which has joined the contract in connection with the performance of its business activity, shall not be liable to satisfaction, if the affiliated party has known, or should have known, on what terms it was concluding the contract.
Article 429. The Preliminary Contract
1. By the preliminary contract, the parties shall assume an obligation to conclude in the future a contract on the transfer of the property, on the performance of works or on rendering services (the basic contract) on the terms, stipulated by the preliminary contract.
2. The preliminary contract shall be concluded in the form, established for the basic contract, and if the form of the basic contract has not been established, in written form. The non-observance of the rules on the form of the preliminary contract shall entail its insignificance.
3. The preliminary contract shall contain the terms, making it possible to identify the object, and also the other essential terms of the basic contract.
4. In the preliminary contract shall be pointed out the term, within which the parties are obliged to conclude the basic contract. If such term has not been defined in the preliminary contract, the basic contract shall be subject to conclusion in the course of one year from the moment of concluding the preliminary contract.
5. In the cases, when the party, which has concluded the preliminary contract, is avoiding the conclusion of the basic contract, shall be applied the provisions, stipulated by Item 4, Article 445 of the present Code.
6. The obligations, stipulated by the preliminary contract, shall be terminated, if before the expiry of the term, within which the parties have been obliged to conclude the basic contract, it is not concluded, or if one of the parties does not forward to the other party an offer to conclude this contract.
Article 430. The Contract in Favour of the Third Person
1. The contract in favour of the third person shall be recognized as a contract, in which the parties have laid down that the debtor shall be obliged to discharge the obligation not to the creditor, but to the third person, who is, or is not mentioned in the contract and who shall have the right to claim from the debtor that he discharge the obligation in his favour.
2. Unless otherwise stipulated by the law, by the other legal acts or by the contract, from the moment of the third person expressing to the debtor his intention to avail himself of his right by the contract, the parties shall not have the right to dissolve or to amend the contract, concluded by them, without the consent of the third person.
3. The debtor by the contract shall have the right to put forward the objections against the claims of the third person, which he could have put forward against the creditor.
4. In the case, when the third person has renounced the right, granted to him by the contract, the creditor may avail himself of this right, unless this contradicts the law, the other legal acts or the contract.
Article 431. The Interpretation of the Contract
While interpreting the terms of the contract, the court shall take into account the literal meaning of the words and expressions, contained in it. The literal meaning of the terms of the contract in case of its being vague shall be identified by way of comparison with the other terms and with the meaning of the contract as a whole.
If the rules, contained in the first part of the present Article, do not make it possible to identify the content of the contract, the actual common will of the parties shall be found out with account for the purpose of the contract. All the corresponding circumstances, including the negotiations and the correspondence, preceding the conclusion of the contract, the habitual practices in the relationships between the parties, the customs of the business turnover and the subsequent behaviour of the parties shall be taken into account.
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