The concept of a transaction, the classification of transactions, their types and nature, as well as the necessary conditions for conclusion and termination are regulated by the civil legislation of Russia. This article presents some points that both novice lawyers and ordinary citizens need to know.
Concept and definition
The concept of the transaction is given in Chapter 9 of the Civil Code. Based on the definition embodied in this regulatory document, it means the actions of organizations and individuals who, after their implementation, create certain rights or obligations. The transaction will also be those actions that change or completely terminate such rights.
In human life, legal transactions exist everywhere. It is impossible to imagine the activities of people without this tool. If we talk about entrepreneurial activity, then it consists entirely of transactions alone. Each action of a businessman somehow creates or changes the rights and obligations of both the entrepreneur himself and other persons. And that means a deal. By the nature of their activity, businessmen conclude dozens of agreements and contracts every day, and all this in order to complete their “main” transaction, which they strive for - a certain result.
Of course, legal relations can arise not only from transactions, but they are predominant in civil law. It is impossible to list all the contracts that are available, and their exhaustive list is not provided by law. At the same time, the code mainly lists the basic, most frequently used by the subjects of the rights of the agreement, but it is also noted that it is not forbidden to conclude others, only if they do not contradict the law.
Each transaction has its own set of certain properties and characteristics, which, in turn, make it possible to distinguish it from phenomena similar to contracts, but not such. Moreover, these signs make it possible to determine the legal result of the action taken.
Types of transactions
What kind of deals are there in civil law? Classification of transactions according to this legislative branch is made according to the number of persons who participate in them. So, transactions are divided into unilateral and bilateral (multilateral). A similar division by the number of parties by the legislator was made intentionally - in order to make it easier to determine not only how many people participate in it, but also what character the relationship will have, what will be their result.
If unilateral transactions are not divided into subspecies, then bilateral and multilateral are classified as real and consensual. Also, the division is carried out on remuneration into paid and gratuitous.
The difference between a one-way deal and the rest is quite significant. To carry out an action that requires the will of only one side, not enough strict rules have been established, however, rigor is available in the form of an expression of will. Multilateral, on the contrary, can have a rather diverse form determined by the parties. But the procedure for their commission is regulated by law more strictly.
To make it clear what unilateral transactions are in everyday life, we can give the following example. The person who writes the will will conclude a one-sided transaction, since only his will is enough for this. The same applies to issuing a power of attorney, writing a spouse's statement of consent to real estate transactions.
Bilateral treaties are also easy to distinguish. The same buyer in the store completes a transaction in which two parties participate - he and the seller. If there are even more sides, then this will already be a multilateral variety. Transactions involving two or more parties are referred to differently as contracts.
One way deal. Nuances
The above are examples of what one-way deals can be. Classification of transactions by the number of parties suggests that actions performed by one person mean the implementation by them of civil rights belonging to them. Naturally, the completion of such a transaction creates responsibilities only for the person who commits it. For the rest, she cannot create duties, since the consent of those persons has not been obtained. But third parties can obtain rights through a unilateral transaction. In the same example, with a power of attorney, the attorney does not bear any responsibilities, but is vested with authority from the principal.
Of course, there are exceptions. If expressly established by law, in a unilateral transaction the obligation may be imposed on a third party. For example, if a person acts in the interests of others, as provided for by the relevant norm of civil law, then the person in whose interests he acted is liable to compensate the damage to the person who made this unilateral transaction. So is the case with the will. The person who writes the will has the right to set in it the conditions for it to be received by the heirs. If the latter wish to receive an inheritance, then they will have to fulfill such requirements, that is, fulfill the obligation.
From the foregoing, the following conclusion can be made. All unilateral transactions are connected with the will of the third party to whom they are addressed. The heir may take the inheritance by testament, or may refuse. But in any case, on his part it will also be a unilateral civil transaction.
A conditional deal - what is it?
Before talking about such transactions, it is necessary to distinguish between simple contracts and those made under the condition. An agreement means a certain set of conditions, that is, the parties come to a mutual agreement on the points of the transaction, which can be varied (price, term, subject, etc.). However, the terms of a contract or agreement are not the same as a transaction under a condition. In the latter case, the parties put some circumstances as a sign that the contract can be completed. In other words, if this condition occurs, then the transaction will be completed. There is a dependence of the conclusion of the contract on the occurrence of the case agreed upon by the parties.
The conditions that counterparties can put at the forefront can be different. However, they should be of the so-called probabilistic nature. These circumstances may occur in the future, then the transaction will be considered completed, or may not occur, then the parties are free from fulfilling obligations under the contract, as it will be considered non-concluded. For example, a father who promises his son to buy a car under the condition that he goes to university. Upon admission, the father will be required to purchase a vehicle and give it to his son. If the latter does not go to university and tells his father: “We made a deal, buy me a car,” then the father is not obliged to do this, referring to the fact that the condition is not fulfilled, that is, has not occurred.
The requirements of the law state that neither party nor the other should have an idea of the condition that the parties make dependent on, more precisely, whether it will occur or not. If one of the parties behaves in bad faith, knowing that the terms of the transaction will not come, and still concludes a contract, then recognition of it as invalid in this case is very likely.
It should also be noted that counterparties can set a time period during which the condition must be met. And this is quite natural, because the onset of the agreed circumstances may occur after ten to twenty years, and the parties should not be waiting all this time.
What form of transactions happens
The execution of transactions in accordance with the law plays an important role. It was established that they can be performed both orally and in writing. In turn, if transactions fall under the category of written, then they are divided into those that are performed in a simple form, and those that are certified by a notary. When what form is applied, certain norms of the Civil Code are established, as well as other legal acts.
What is this form for and why shouldn’t you use any form you like? The conclusion of a transaction in writing, for example, protects the parties from the onset of adverse consequences associated with the possible recognition of such an agreement invalid. In writing, the valid will of the parties is fixed, so that in the future they could not say that they had in mind something else or did not want to make a deal. In addition, the interests of the state, expressed in tax functions, are provided in writing.
Certain contracts and unilateral transactions require the regulatory acts to be executed not only in writing, but also notarized (for example, certain real estate transactions).
It is interesting that such a gradation of transactions, from oral and ending with notarized ones, does not prohibit concluding agreements to which the lowest registration requirements are made, by means of more complex registration. For example, a transaction that can be concluded orally can be made in writing, and in addition and certified by a notary. However, it is impossible to act in the opposite direction - if the law establishes a notarial form, then you can not use simple or oral. Invalidation of the transaction in this case is provided. But again, there are exceptions when, through a court of law, an agreement made with a violation of form can be recognized as valid.
Oral and written transactions
Classification of transactions by the principle of their execution, as mentioned above, divides them into three types. Oral transactions are concluded between citizens, organizations through a simple agreement "in words". For example, such agreements can be observed when purchasing train tickets, when shopping at stores, when paying for repair services for equipment, etc. For such an agreement to take effect, a simple will of the parties, confirmed by their actions, is sufficient. Of course, buying a loaf of bread at the store, you can require the seller to conclude a written contract, or you can go even further and demand his notary's certification. Theoretically, this is possible under the law, but which seller will do it?
Transactions are diverse and not all are listed by law. What to do if the contract is not defined by civil law, if the form for such an agreement is not established. In this case, you should apply the form that is used for similar contracts, or oral, if there is no analogy.
As the name implies, written unilateral, bilateral transactions should be concluded by drawing up a document on paper and signing it by authorized persons. What do you mean empowered? This document can be signed either by persons who are a party to the contract, or other persons who are granted such powers in accordance with the law or on the basis of an agreement (for example, a power of attorney).
Written transactions, as a rule, are executed on paper in two or more copies (by the number of parties) so that each of its participants has a document. However, there are exceptions. An agreement can be fulfilled by issuing by one side of a certain document to the other. For example, this happens when concluding an insurance contract. The policyholder pays the money, and the insurer in return gives him an insurance policy that will testify to the concluded contract.
Simple writing
The Civil Code clearly defines situations in which written compliance is required. If there are certain signs, any contract must be completed in writing. These signs are the amount of the transaction and its parties. All transactions made by organizations are required to have a written form. Contracts concluded between individuals must be drawn up on paper if their amount exceeds 10 times the minimum wage.
But that is not all. GK directly established cases where the written form is simply necessary, and its non-compliance entails invalidity. For example, this is a power of attorney, an agreement on a deposit , rent for more than one year, etc.
There is another aspect. The contract and the transaction can be concluded orally, even if the amount is more than 10 minimum wages, but provided that the transaction is executed upon completion. In such cases, the law does not cover the mandatory requirement to comply with a written simple form. An example is the situation of the sale of goods in a store. Such an agreement is concluded between an individual and an organization, but does not require fixation in writing, although one of the parties is a legal entity. In this case, the transaction is executed immediately, the citizen pays the amount for the goods, the organization transfers ownership of the goods to him. And although the contract is not concluded in writing between the parties, the organization as a legal entity is obliged to reflect in writing the corresponding sale in its accounting documents. Moreover, in confirmation of the contract, the legal entity is obliged in accordance with tax legislation to issue the citizen cash and cash receipts and other documentation.
Non-compliance with the requirements of the law for the form of the transaction
If the parties have violated the requirements for the execution of the contract in writing, then not necessarily such a transaction will be declared invalid. If the form is not followed, then the parties in the future will not be able to rely on the testimony of witnesses in court, but they will be able to prove the actual conclusion of the transaction, using other written evidence.
But if the parties have established that the contract must be completed in writing, then it will be recognized as not concluded.
The third version of the consequences of non-compliance with the written form is the recognition of the transaction as invalid. Such a situation will arise when the form of the transaction is expressly stipulated by legislative acts.
Notary Deals
What are notarized transactions and what is it for? Such transactions, if the certificate is fixed by law, are quite important from the standpoint of protecting the interests of both citizens, organizations, and the state. The institution of notaries is regulated by several legislative acts, including the rules in accordance with which notarial actions must be carried out. From these acts it follows that the notary must affix a special certification inscription on the agreements certified by him. This is done in order not only to give legitimacy to the transaction, but also to confirm the fact of its completion by verifying the respective will of the parties. By witnessing such contracts, the notary takes responsibility for the legality of their conclusion. It is for this reason that he checks the legal capacity of the parties, their legal capacity, their compliance with the substance of the transaction, as well as many other points.
Notarized contracts, as a rule, have a lower percentage of invalidation. The actions of a notary to verify the signatures of the parties prevent future statements by unscrupulous counterparties that they did not sign such an agreement. Moreover, the notary checks the powers of the signatories of the contract in order to exclude the conclusion by persons who are not authorized to do so.
The need for registration
Registration of transactions is provided not only by civil law, but also by special regulatory acts. Transactions that are subject to mandatory registration with an authorized state body are also listed by such acts. For example, the transfer of ownership of real estate must be registered with state bodies (Rosreestr). If such registration is not carried out, then this, of course, will not be the basis for invalidating the transaction, but it will not create the right to the property of the buyer. This is due to the fact that ownership of real estate arises from the moment of state registration of such a transaction.
Having missed the deadline for registration by law, a citizen or legal entity thereby violates the law and may be held liable. As a rule, a fine is imposed for late registration, so it is better to go through this simple procedure on time and avoid some problems.
Thus, transactions, both bilateral and one-sided, differ from each other in many nuances. First of all, before saying: “We have concluded a deal,” you need to check whether it is completed in that form, whether it is lawful, and whether it violates the requirements of the law.If there is not enough experience in the field of conclusion of transactions, it is better to consult with experienced lawyers before concluding a major contract. Violations of the requirements of laws in some situations can lead to very large negative consequences, so you should always approach these issues with all seriousness and responsibility, especially when the amount of the contract is high.