Art. 450, 453 of the Civil Code of the Russian Federation determine the grounds and consequences of changes and termination of agreements. Consider the features of the provisions.
General information
Art. 453 of the Civil Code of the Russian Federation (the current version) indicates that when the agreement is changed, the obligations of the participants are retained. Moreover, they acquire a form corresponding to the new conditions. When the agreement is broken, the obligations of the participants are terminated, unless otherwise provided by law or agreed upon in the transaction process.
The timing
According to Art. 453 of the Civil Code of the Russian Federation, termination of contracts or changes in their conditions entails the termination / adjustment of obligations from the moment of signing the relevant act. A different rule may come from an agreement or the nature of the changes. If the termination or adjustment of the contract is carried out by a court decision, then the corresponding moment comes from the date of entry into force of the act.
Additionally
The parties may not demand the return of what was performed under the obligation before the termination or change of relations, unless otherwise provided by the terms of the transaction or the law. If one of the participants, having received the debt owed to him, has not fulfilled his obligation or presented to another entity an unequal performance, the rules on unjust enrichment are applied. If the termination or amendment of the contract is associated with a material violation of the terms of one of the parties, the other person may demand compensation for losses caused by these consequences.
Explanation
Art. 453 of the Civil Code of the Russian Federation formulates general consequences for amending and terminating agreements. The rules established in the norm determine the relationship between actions performed by participants in relations and obligations that existed before. In accordance with paragraphs one and two of Art. 453 of the Civil Code of the Russian Federation, upon termination of the agreement, obligations cease to exist, and when conditions change, they are adjusted in accordance with them.
Time moment
Considering Art. 453 of the Civil Code of the Russian Federation with comments, it is necessary to separately mention the rules for determining a legal fact, which is associated with the onset of the consequences of paragraphs 1 and 2 of the norm. Section 3 establishes an order for two cases. The first involves an agreement, the second - a court order. In the latter case, there is an imperative rule. It assumes that a change or termination of obligations occurs at the time the court decision comes into force. If the actions of the parties are based on mutual agreement, then the rule is dispositive. It provides that the moment when the obligations are considered terminated or changed is determined in the document itself or follows from the nature of the adjustment of the terms of the transaction. This dispositive rule applies in cases of unilateral refusal to fulfill the contract.
Nuance
The term for the entry into force of court decisions is determined in the procedural law. For example, in Art. 209 of the Code of Civil Procedure and article 180 of the APC, the resolution becomes effective after 10 days from the date of issue, and the act of the arbitration body of the first instance - at the end of the month, if no appeal has been filed.
Legal Opportunities
Termination or change of relations does not deprive a party of the right to demand the execution of an outstanding transaction. This provision is confirmed by the existing one under Art. 453 of the Civil Code of the Russian Federation judicial practice. As indicated in the annex to the letter of the Presidium of the EAC, unless otherwise provided by the agreement, the termination of obligations refers to the future period. At the same time, the creditor retains the right to demand repayment of the debt that existed up to this point. This conclusion arose when considering the following situation. In the course of the proceedings on the claim of the company for the recovery of arrears of rental payments and the penalty for late payment of them, the applicant was denied claims. The court explained its position by the fact that the disputed agreement was terminated by agreement of the parties. Accordingly, the obligations arising from the terms of the transaction are terminated under paragraph 2 of Art. 453 of the Civil Code of the Russian Federation. The cassation instance decision was quashed. The court based its position on the following circumstances. According to paragraph 1 of Art. 407, the obligation is fully or partially terminated on the grounds established in the Code, other regulations or agreement. According to paragraph two of Art. 453 of the Civil Code of the Russian Federation, obligations upon termination of the contract cease to exist. It follows from the essence of paragraph 3 of the considered norm that, in such a situation, the conclusion of the relevant agreement should be considered the moment of termination of duties. It indicates the termination of the main contract. Until this moment, there were no circumstances that indicate the termination of obligations between the participants. Accordingly, the period of validity of the contract did not expire at the time of its termination. Given this, the cassation court indicated that the defendant must pay the plaintiff the arrears of rent payments. Due to the fact that the other is not provided for by the agreement on the termination of the contract, the fact of termination does not eliminate the existing obligations and does not exclude the possibility of applying liability measures due to violation of the terms of the transaction. The consequences will be lack of responsibilities in the future. The agreement on termination of the contract does not relieve the tenant of the debt and the need to pay a penalty for late payment.
Important point
In paragraph 4 of Art. 453 of the Civil Code of the Russian Federation, a ban has been established on the requirement to return everything that was performed by the parties to the transaction until the termination or change of its conditions. This provision indicates the inviolability of the proper implementation of obligations in accordance with the agreement, the requirements of legislative and other regulatory acts, and in the absence thereof, with the customs of business circulation.
Features of the provisions of Art. 450, 453 of the Civil Code of the Russian Federation (with comments)
As one of the grounds for terminating or changing the terms of the transaction in court, a material violation of the agreement by one of the participants appears. This provision is recorded in article 450 (paragraph 2, subparagraph 1). If the termination or amendment of the agreement occurred on this basis, then, in accordance with paragraph five of Art. 453, the victim may present to the offender a claim for compensation for the damage incurred. It must be said that the rule of the rule in question relates the right to make a claim for losses with their occurrence directly as a result of the termination or amendment of the agreement. The key reason in this case is a significant violation of the conditions, which was committed by one of the participants. It, in turn, is characterized by causing such damage in which the party substantially loses what it could count on when signing the contract. Thus, losses do not occur due to a change or termination of the agreement, but in connection with a violation by one of the participants. In this case, the interested party is not deprived of the right to compensation for other losses in accordance with the general procedure for compensation provided for in Article 15 of the Code.
Example
To illustrate the specifics of application by the courts of the fifth part of article 453 of the Civil Code, we consider the following case. In accordance with the materials of the case, under the purchase and sale agreement, the seller (unitary institution) undertook to transfer, and the buyer (entrepreneur) - to take ownership and pay for the immovable object - a basement under a 46-square-meter shop. m. The parties have complied with the terms of the agreement. The buyer made the payment according to the payment document, the basement was provided to him under the acceptance certificate. At the same time, in accordance with the extract from the data sheet, the basement area was not 46, but 24.2 square meters. m. Referring to this fact, the entrepreneur sent a claim to the seller. In it, he pointed out the need to amend the signed agreement. In particular, the seller should indicate instead of 46 a different figure - 24.2 square meters. m, as well as reduce the value of the object and return excessively paid funds. The unitary enterprise refused to fulfill the requirements of the entrepreneur. Accordingly, this served as the basis for going to court.
The first instance refused the application. She motivated her conclusion by the fact that the plaintiff did not prove a substantial violation of the terms of the agreement. The appellate court agreed with this position. Along with this, she recognized the fact of providing the entrepreneur with premises of a smaller area than was agreed, and partially satisfied the claim, recovering losses from the defendant in accordance with the provisions of Articles 456 and 556 of the Civil Code. The cassation instance, in turn, did not recognize the decisions made earlier regarding refusal to amend the parties ’original agreement as justified and legal. She indicated that, under paragraph 2 450 of the article, the transaction could be terminated or its conditions could be changed if one of the parties committed a material violation. According to Art. 452, the relevant requirement may be put forward in the case of compliance with the claims procedure. In particular, the victim must forward a proposal to the other party. If you refuse to fulfill the claims or do not receive a response within the time period established by the applicant (or within 30 days), the affected participant may apply to the court. The cassation instance took into account that, by agreement, the unitary enterprise was to transfer a premises of 46 square meters. m. The plaintiff actually received an object with an area of 24.2 m
2 . This circumstance is confirmed by an extract from the data sheet and the control measurements made. The cassation court also indicated that the plaintiff complied with the procedure for amending the agreement established by law.
Accordingly, the disputed acts are subject to partial cancellation, and the claims are subject to satisfaction. In addition, the decision regarding the recovery of losses was upheld.