What is the invalidity of the contract? How is the process of recognition of the transaction idle? Answers to these questions will be given in the article.
Invalidation of a transaction: general characteristic of the process
The process of invalidating a transaction has a significant impact on the overall result of legal relations. Before analyzing how this process can be carried out and what results it will produce, it is worth turning to more general concepts. In particular, it is worth analyzing the very concept of a contract.
A contract is an agreement of two or more persons who want to achieve a certain result from any process. As a rule, the contract affects civil relations, namely their creation, termination or change. However, often everything does not happen as smoothly and simply as we would like. Circumstances can change significantly, as a result of which the contract becomes unnecessary or irrelevant. It is here that the process of recognizing a transaction as invalid, which almost always leads to the invalidity of the contract, helps out. So, the question arises of its cancellation.
Invalidity of the contract: how to prevent?
Recognition of the invalidity of the contract, it should be noted, the procedure is rather unpleasant and somewhat offensive. Moreover, this process almost always leads to significant losses for the parties that have secured a contract. Bankruptcy, confiscation of property, impoverishment of the organization and many other not very pleasant consequences can be expected at once by both parties, the contract between which is being terminated.
How can I prevent a problem? It is almost impossible to answer this question, because anything can happen. However, there are a number of recommendations that should always be kept in mind when drawing up a contract. Firstly, it is necessary to carefully read and analyze each prescribed item. It is necessary to assess as much as possible competently all possible risks which can appear at the conclusion of the contract. Secondly, you need to have a fairly complete picture of the party with which the contract is concluded. This is especially true in cases where the contract relates to the sale or exchange.
On freedom of contract
An ordinary citizen who knows the essence of Article 1 of the Civil Code of the Russian Federation may have a very logical question: about whether it is possible to raise the question of such a topic as the invalidity of the terms of the contract? Indeed, it is the first article of the civil code that secures the provision on freedom of contract. This is a really important principle; according to it, any person has the right to choose and include any conditions in his contract, as well as conclude it with any counterparty. How is this problem solved?
It has long been known that there should not be absolute freedom in a developed society. Despite the fact that even contracts are free, and this is enshrined in law, it is worthwhile to understand that any actions must comply with law and law. That is why many lawyers define an invalid contract as an offense. For him, in particular, certain sanctions may be imposed.
2 types of invalid contracts
It is important to know that the invalidity of a contract may be the result of two main transactions: disputable and void. What are these deals? The fundamentals of economics reinforce certain interpretations for these concepts. So, an insignificant transaction is considered invalid from the very moment of its conclusion, and disputable - a little later, and then, according to a special court decision. It is worth analyzing these two concepts in more detail.
A void transaction is always an illegal transaction. So, the contract can be concluded and even valid for some time, however, it will be absolutely incompatible with the law. As an example, many cases can be cited: privatization of an apartment without taking into account the children living in it, purchase of a car by a minor, conclusion of an agreement without the consent of an important person, etc. The disputed transaction is an agreement that has been in effect for some time, and subsequently canceled with a court decision. It is worth noting that an optional condition is the cancellation of the entire contract; Thus, some part or part of it may be canceled.
Article 431.1 of the Civil Code: general description
It is impossible not to touch on the main legal source. The process of invalidating a transaction is enshrined in law, as well as the basic conditions of this process.
Part 2 of the presented article establishes the provision that the party that has not fulfilled the contract, or partially executed it, does not always have the right to demand the cancellation of the contract. The conditions under which a transaction is deemed completed are specified in separate articles. What are these conditions? It all depends primarily on the type of transaction. If everything is relatively clear with a void agreement, then the disputed type of transactions is not so easy to terminate. The contract must contain a vice of will, content, subject or form. Only in this case, if (according to part 3 of the article) the interests of third parties are not violated, the contract can be terminated.
Thus, the grounds for the invalidity of the contract are quite substantial and binding. Each of them will be described below.
Vice of will
It has long been known that contracts should be concluded at the good will of the participants. Therefore, any contract, any transaction is a volitional act. A signature is put, with which everything is drawn up. The signature of the parties to the transaction is a declaration of will. But what is a “vice of will”, and why does it entail recognition of the invalidity of the contract?
By law, nothing should affect a citizen’s free will. And even more so, such factors as deception, threats, violent acts, etc. All this, of course, should be strictly suppressed and prevented. In fact, a vice is the simplest condition for the invalidity of a contract. Often an unlawful impact on a person is accompanied by threats or violence; and then a man concludes a contract against his will. If a vice will be proved by the court, the contract is legally recognized as invalid.
Vice in the subject
An entity concluding a contract must satisfy certain requirements. This includes, for example, legal capacity, some kind of special professional status, the presence of other mandatory elements. So, a legally incapable person is absolutely incapable of concluding any kind of contract. In this case, its insolvency is immediately recognized. However, there are some exceptions that may be established by the court (for example, obtaining benefits from a contract by an incompetent person). In addition, persons under the age of 14 are not able to conclude contracts (with the exception of small household transactions, transactions that do not require notarization, etc.).
Contradictory agreements are those concluded by a partially capable person, a person older than 14 years old, lawyers, if they conclude an agreement outside the scope of their legal competence (a special claim for the invalidity of the agreement may be filed), as well as some other citizens.
Vice
The content of the contract should be carefully reviewed, and even be analyzed by all persons that this contract is concluded. Otherwise, a content defect may occur. What is he like?
There are an incredible amount of varieties of the content defect: starting from noticeable contradictions and gaps in the content, ending with a clear noticeable contrast between legal and legal foundations.
This also includes transactions that, according to Article 170 of the Civil Code of the Russian Federation, contradict the foundations of morality and the rule of law. And it is here that one really big problem is formed: the concept of "morality" is not fixed by law. Because of this, lawyers can think for a long time about whether there is a defect in the contract or not. However, the intent of one side or another, one way or another, should be revealed. Only thanks to an extensive analysis of the document will an assessment be given to whether it is worth fixing the invalidity of the contracts.
Invalidity of transactions with defects in form
The last vice to be dismantled is a vice of form. It, in comparison with the above, is relatively simple. Its whole essence lies in non-compliance with certain standards. So, the contract can be corny incorrectly executed, as a result of which it is recognized as invalid.
The classical form of registration of contracts is presented by law. If the contract does not correspond to the form, it must be reissued. Contracts are made verbally or in writing. Oral contracts are always simple and are usually performed on the spot. Upon completion of the transaction, a special check or other form may be issued confirming the conclusion of the contract (a simple example is the purchase of products in a store). A written agreement is divided into simple and notarial. A simple one is drawn up in the presence of witnesses and sealed with signatures. Notary requires legal certification.
The consequences of the invalidity of the contract are always very great and unpleasant. It is necessary to remember all of the above defects, and, of course, try not to allow any of them.
Invalid and non-concluded contract
What is the difference between an invalid contract and a non-concluded one, and why should not both of these elements be confused? It is immediately worth noting that the main sign of both that and the other document is, of course, their failure. However, the concepts are still different.
It is immediately worth noting that the concept of “non-inclusion” practically does not appear in any legislative act of the Russian Federation. So, the Russian Civil Code includes only the concept of an invalid contract. The difference between the concepts in this case is obvious: an invalid contract was necessarily concluded, perhaps even for some time it worked. The deal, which was not concluded, could only be planned; they simply could not execute it legally, did not want or did not have time. At the same time, do not confuse a non-concluded contract with an invalid one, which is void. So, the latter, although not by legal means, could still be executed.
Invalidity of international treaties
In the case of international treaties, everything is not so simple. Entire chapters and departments in the disciplines of international law are devoted to this topic. It also refers to the Vienna Conventions of 1969 and 1986, which highlight the basic conditions for the invalidity of treaties. These include, but are not limited to:
- expiration of necessary terms;
- performance of contracts;
- the onset of any events referred to in the contract;
- denunciation (unilateral refusal of a state) of an agreement.
Thus, the invalidity of international treaties is not so easy to recognize. In addition, some other conditions may exist; they are all enshrined in international law.