Sales contracts arose in market practice when money appeared. Until that moment, traders exchanged their goods. With the advent of cash, commodity exchange did not stop, but its volume decreased significantly.
The laws of most countries provide for rules governing sales transactions. The domestic legal system is no exception. Key features of sales transactions are disclosed in Art. 454-491 of the Civil Code of the Russian Federation . These standards are included in par. 1 of chapter 30 of the Code. Further in the article, we consider in more detail the contract of sale (Article 454 of the Civil Code of the Russian Federation ).
The essence of the transaction
As established by paragraph 1 of Art. 454 of the Civil Code of the Russian Federation , under a transaction one participant (seller) assumes the obligation to transfer the thing into ownership to another (buyer). The latter, in turn, agrees to accept the goods and pay for it the agreed value (amount of money).
Regulatory Features
The provisions of Clause 1, Article 454 of the Civil Code of the Russian Federation and other provisions of par. 1 ch. 30 apply to transactions with securities and currency values, unless legislation provides for specific rules.
In cases provided for by the Civil Code or other regulatory document, the features of the acquisition and sale of certain types of products are regulated by laws and other legal acts.
Provisions enshrined in par. 1 ch. 30 of the Code, apply to transactions with property rights, unless otherwise follows from their nature or content.
These rules are enshrined in paragraphs 2-4 of Art. 454 of the Civil Code of the Russian Federation .
Separate types of transactions
About their regulatory regulation is referred to in paragraph 5 of Art. 454 of the Civil Code of the Russian Federation .
The following types of transactions include:
- retail sale;
- supply of products;
- contracting;
- supply of products for state needs;
- sale of real estate;
- power supply;
- sale of the enterprise.
The provisions of par. 1 ch. 30, if the Code does not provide for special rules.
Art. 454 of the Civil Code of the Russian Federation with comments
The contract provided for in paragraph one is:
- Consensual. This means that the obligations and rights of the parties arise when they reach an agreement.
- Compensated. The seller of things has the right to receive money in return.
- Bilaterally binding. Each participant in the transaction has both obligations and rights.
Do not confuse the moment of occurrence of obligations and opportunities under the contract with the moment of transfer of ownership to the thing being sold.
Transaction subject
According to the contract provided for in Art. 454 of the Civil Code of the Russian Federation , the subject is a product - a thing of the material world, which may be in the possession of a person and provide for the satisfaction of his needs. Things include securities and cash. However, money cannot be the subject of sale, i.e., a commodity, since this contradicts the essence of such a transaction.
The funds are transferred by the buyer as a counter-provision. They can be considered an equivalent object in the sale.
Product Features
Apply the provisions of Art. 454 of the Civil Code of the Russian Federation is possible when selling any item that has not been withdrawn from circulation.
There are things that are limited in circulation. Their sale or purchase is carried out according to special rules with permission. For example, collections and exhibits included in the Museum Fund of Russia may be alienated with the consent of the executive federal power structure, which carries out normative regulation in the field of culture.
Subject composition
Within the meaning of Art. 454 of the Civil Code of the Russian Federation , two parties are involved in the transaction: seller and buyer. And one and the other may be any subject of law. Typically, the role of sellers and buyers are legal entities and individuals.
It should be noted that when concluding the contract provided for by Art. 454 of the Civil Code of the Russian Federation , it is necessary each time to take into account the requirements of the legislation on the legal and legal capacity of persons.
Change of ownership
The transfer of the right to goods from seller to buyer is considered one of the key signs of the sale. Meanwhile, not in all cases the transaction entails a change of ownership.
If a federal unitary enterprise sells an object of another state unitary organization, the thing passes from the economic management of the first to the second. The owner of the property remains the same.
Agreement form
In general cases, it is regulated by Articles 158-163, 165, as well as Art. 434 of the Code.
If we talk about certain types of sales transactions (retail, sale of real estate, etc.), then special legislative provisions apply to them.
In cases stipulated by regulatory enactments, the contract must go through state registration. Such a rule, in particular, applies to real estate transactions.
Contract price
As a general rule, it is not considered an essential condition of the agreement.
If the value is not provided for in the contract, it cannot be determined by the terms of the transaction, the thing must be sold at a price that is usually set for similar goods in comparable conditions.
For some types of goods, price value is considered an essential clause of the agreement. For example, according to the provisions of paragraph 1 of paragraph 555 of the Code, a contract for the sale of an immovable property must provide for its price. In the absence of an appropriate condition, the rules enshrined in Clause 3 424 of the Civil Code Code cannot be applied.
Securities
They are considered a very specific item of sale. Special rules for transactions with securities are present in various regulations and articles of the Civil Code (146, 915 of the Code, Federal Law No. 39, No. 102, No. 208).
Purchase and sale of these financial instruments may be subject to the provisions of Art. 454-491 of the Civil Code, if the law does not stipulate a special procedure for concluding contracts.
At the same time, certain provisions of the Code cannot be applied to the sale and acquisition of securities due to their specificity. For example, such transactions are not covered by the provisions of Articles 469, 467.
Currency values
Their types, as well as the rules for concluding transactions with them, are enshrined in the Federal Law No. 173 and regulatory documents adopted in accordance with it.
As article 1 of the said Law establishes, currency values are foreign currency and foreign securities. The Federal Law No. 173 also provides a list of permissible operations with these items.
The basic rule of currency regulation is reduced to a ban on transactions with foreign currency between residents (for example, between individuals permanently residing in Russia). However, there are exceptions to this rule. They are given in article 9 of the Federal Law No. 173.
The provisions of the Civil Code on the contract of sale apply to transactions with currency values, unless special rules for their implementation are established by law. However, it is worth saying that in practice this approach is somewhat adjusted.
So, for example, on the basis of Part 2 of Article 9 of the Federal Law No. 173, currency transactions on transactions made by authorized banks on their own behalf and at their own expense are carried out according to the rules defined by the Central Bank. In this case, the special procedure is established not by law, but by the authorized body.
The specifics of transactions with certain types of goods
Special rules for concluding such agreements may be established depending on the facilities or the subject composition. In the first case, for example, we can talk about goods with limited circulation.
As for the subject composition, individual items can only be purchased by those persons indicated in the regulatory enactments. For example, tobacco products are sold exclusively to adult citizens. The rule is often established that the sale of an object is subject to the preemptive right to purchase (Article 8 of the Federal Law No. 101).
The legislation may provide for a special procedure for concluding a contract (only within the framework of tendering, for example), pricing, etc.
Property rights
They may also be subject to a transaction. However, there is a reservation in article 454. Purchase and sale of rights is allowed, unless otherwise follows from their nature or content.
Such transactions do not take into account the requirements of norms 478 (on completeness), 479 (on a set of products), 481 (on packaging, containers), etc.
In addition to the nature and content of property rights, one should take into account the instructions in the law and other regulatory documents on the features of their transition from one person to another.
For example, if we talk about the transition of liability law, the Civil Code provides for several special articles (382-290 norms). If the recipient of the right must pay the transferring agent the agreed amount of money, then there is a sale. Quite often, along with the sale of a law of obligations, a debt transfer is carried out.
Transactions with shares in the capital of LLC
They are quite common in practice. These transactions are governed by special provisions of the Civil Code and Federal Law No. 14. In these cases, as in many previous ones, the rules of Articles 454-491 of the Civil Code are applicable to the sale and purchase of shares, taking into account their specificity as objects of civil law.