The main legislative document governing the agreement of the order, that is, the contract, is the Civil Code of the Russian Federation. It has its own distinctive features. When compiling it is necessary to comply with the rules defined by law. Failure to comply with the required requirements makes it invalid. At the same time, the parties may lose the ability to fulfill their obligations to the necessary extent.
What is it?
An assignment agreement is an agreement recorded on paper. Based on it, one party entrusts the other with the execution of the agreed legal actions . All costs associated with the fulfillment of the terms of the agreement are borne by the person on behalf of whom the assignment was received. In the future, all rights and obligations related to the benefits received from transactions on behalf of him are transferred to him.
Who can conclude a contract? Parties
The law does not limit the circle of persons to whom the conclusion of such an agreement is available, it may be:
- legal entities and individual entrepreneurs;
- individuals.
Depending on the role played, the parties to the contract are referred to as:
- Principal - a person who entrusts the execution of an action under a contract.
- Attorney - a person fulfilling the order of the principal.
Among other conditions, the document may separately specify the retribution of the services provided, as well as the duration of the agreement. By default, an order contract is gratuitous and valid for one year. Such an agreement is a common way of entrusting the execution of activities related to entrepreneurship. At the same time, payment for representative services is mandatory. The amount of payment is specified in the contract separately. After signing it, the parties should clarify the rights and obligations that they assume in order to avoid misunderstandings.
Parties need to know
An agreement drawn up and signed must comply with legislative norms and acts. This approach is reflected in the registration of the rights and obligations of the principal and attorney:
| Principal | Attorney |
The rights | Cancel the order at your own discretion and regardless of time Replace an attorney The requirement that the attorney fulfill his contractual obligations Require the provision of information at each stage of the execution of the subject of the contract Demand transfer of received dividends and profits on executed transactions within the framework of the contract of instruction | Do not execute instructions at your own discretion Require receipt of a document certifying the lawfulness of the actions of the attorney Request clarification of instructions Claim due remuneration for work performed under the contract Do not comply fully with the requirements of the contract, if this does not contradict the interests of the principal |
Responsibilities | Formulate guidelines that are not contrary to law Issue to the attorney a document confirming his authority Comply with the terms of financing an attorney Cover attorney costs Observe the terms of the contract for the reception and payment of services rendered | Fulfill the terms of the agreement and depart from them if this is contrary to the interests of the principal Execute assignments by an attorney, unless otherwise provided Provide the principal with information at each stage of fulfilling the terms of the contract at his request Observe the terms and conditions of the transfer of the results achieved due to the execution of the contract After completing the instructions, return a document confirming the authority of the attorney to the principal, if his term is relevant, with an attached report on the work done. |
It is also important to identify the requirements that apply to the instructions of the principals, they should be:
- legal;
- possible to implement;
- concretized.
As for the execution by the attorney of the terms of the contract, as a proof of the actions taken and the costs, in case of their occurrence, he must provide a detailed report with information on the types of work, their cost and terms of execution. The attorney also transfers such a document to the principal at the expiration of the contract.
Separately, additional obligations on confidentiality of information related to trade secrets may be prescribed. The contract of commission is drawn up for the implementation of various actions. This makes it popular in the business environment.
Types of documents
Any agreement is drawn up by its participants for specific actions, which determines the need to determine the subject of the contract, which is the final result that needs to be achieved. It is important to note here that the essence of the contract of assignment is the provision of intangible, namely services from the field of law and jurisprudence.
Within the framework of the article, two types of official documents of the assignment can be separately noted. Let's get acquainted with them:
- Service Order Agreement. It is concluded between the parties to represent the interests of the principal by the attorney. A similar document is needed when the principal cannot be present in person. An alternative is an appeal to an intermediary, who will represent the principal in transactions with third parties. Such services are most often paid.
- A labor order contract is a type of agreement that can be confused with an employment contract. It is important to understand that these are fundamentally different documents. The contract of the order applies only to the provision of services and may not be paid. In addition, the labor contract imposes on the employee such obligations as subordination to superiors and compliance with the regime. At the same time, the attorney, the contract of commission with which is signed, is not subordinate and has the right (within the framework of the contract) to transfer his duties to a third party. This can often be seen in brokerage companies in the field of mortgage lending. That is, the owner of the office, being an attorney under the contract, attracts employees to fulfill his obligations.
An assignment agreement may be concluded between:
- legal entities;
- legal and physical person;
- ordinary citizens.
Regardless of the legal status of the parties to the contract, its subject is the implementation of specific actions related to the resolution of legal issues that in fact are carried out by the attorney. Moreover, the agreement concluded between legal entities has distinctive features.
Contract of legal entities
A contract for a legal entity’s order is distinguished by the fact that a reference to gratuitousness can lead to its nullity for the current legislation. This is due to the fact that legal entities carry out activities that bring profit. However, the parties are allowed not to indicate the cost of the services provided. Their calculation is carried out on the basis of current actual prices for services provided under the contract.
If the amount of payment is prescribed, then it is possible to make payment after all work has been completed in full. In this case, the terms, size and form of payment are prescribed in detail.
The most common way to charge for representation services between legal entities is via bank transfer. As proof of payment, you can make a link to the payment document in the contract (payment order, cash order or other).
It is also unacceptable for legal entities to draw up an agreement orally. Only written is a real document. According to her, the attorney can fully act in the person and interests of the principal.
The presence of a fee for the services provided under a commission contract between legal entities with insufficient experience is easy to confuse with a commission contract. In both cases, payment for the services provided is implied. But still, these are different documents.
Difference of contracts
The contract of commission and commission concluded between legal entities, despite the availability of fees, has significant differences. This applies not only to the names of the parties to the agreement. The main and fundamental difference is that the attorney in the contract of representation represents the interests of the principal in the performance of legal actions. As a result of it, the trustee acquires not only duties, but also rights. This can be clearly seen in real estate transactions.
As for the commission agreement, the representative (commission agent) is obliged, on behalf of the other party (client) for 1 fee, to carry out 1 or more transactions in which the beneficiary is the commission agent, at the expense of the principal.
Comparison of Contracts
You can even make a kind of comparative table for clarity.
Commission | Commission |
The agreement is representative | Agreement between intermediaries |
The agreement is considered valid at the time of consensus between the parties. Retribution or gratuitousness is separately prescribed | The agreement is considered valid at the time of consensus between the two parties and is always paid |
Subject of the agreement - the provision of intangible legal services | Subject of the Agreement Intangible Legal Services |
The agreement form is subject to the general rules on transactions | The contract has a simple written form |
Payment under the contract is carried out if it is provided for therein or under applicable law | Payment for services provided is required |
The contract may be unlimited or urgent | The duration of the contract is determined by its participants |
Parties - any citizens and legal entities |
The cost of remuneration is not an essential clause of the contract and does not determine its price | The size of the commission determines the price of the agreement. |
In addition, it can be noted that when a transaction is concluded on more favorable terms, the parties to the commission agreement share the profit received equally. However, this document is distinguished by two more points.
- If the value of the goods is ultimately lower than the contractual value, the intermediary must return the difference to the principal in the absence of evidence of preventing even greater losses.
- The commissioner's duties include liability for property transferred to him for transactions.
This type of relationship is the most classic way of interacting in a business environment when it comes to attracting an intermediary rather than a representative.
Preparation of contract. What information should it contain?
When preparing a document, it is first necessary to study the points that are mandatory for inclusion in it. That is, the contract of instruction, the terms of the contract and its subject matter should not cause complaints from the current legislation.
The document should contain the following information:
- name of the contract, place of its conclusion and date;
- a reference to the parties to the contract, namely their company names and a reference to the responsible persons;
- a detailed indication of the subject of the contract, it can be only one order or several (all of them must be formulated specifically and not violate the law);
- the procedure and deadlines for the execution of the assignment by determining the procedure for reporting on work done;
- the procedure for payment of remuneration, if any, provided for with a reservation on the form of the payment document? confirming the calculations;
- rights and obligations of the parties;
- penalties in case of violation of the terms of the contract;
- a section on amending and terminating a contract;
- force majeure circumstances and resolution of disputes;
- terms of the contract;
- signatures of the parties.
The basis of the contract of instruction is the mutual trust of its participants. His loss may become the basis for its termination. This decision does not need justification. Each of the parties participating in it has the right to demand termination of the document.
On the basis of the contract of commission (a sample of it is presented above), the attorney can only perform the actions provided for in it. If the trustee wants to perform tasks of a different nature, then they must be entered into the document. That is, change the existing conditions. This can be done by entering into an additional agreement.
A distinctive feature of the contract with the participation of individuals and legal entities is that the former can execute individual orders of the principal without resorting to a commercial organization. This becomes expedient for companies whose employees often go on business trips. As a result, such an approach can save considerable money to the employer.
Little conclusion
Solving issues of representing interests in a region where there is no personal presence office, but there are interests, each company decides independently. However, it is worth saying that it is the conclusion of a contract of commission that is a classic form of solving such a question.