Article 431 of the Civil Code of the Russian Federation establishes a number of special rules for the interpretation of the contract. They are applied in situations when certain points (conditions) are formulated by participants in legal relations inaccurately or unclear. Consider further Art. 431 of the Civil Code of the Russian Federation with comments .
Treaty Interpretation
According to Art. 431 of the Civil Code of the Russian Federation , the literal meaning of the terms of the agreement in case of ambiguity is established by comparison with other paragraphs and the meaning of the document as a whole. In interpreting the contract, the court takes into account the direct meaning of the expressions and words contained in it. If these rules do not allow to determine the essence of the agreement, the actual general will of the parties to the legal relationship is determined taking into account the purpose of the transaction. In this case, all relevant facts and circumstances are taken into account, including correspondence and negotiations that preceded the preparation of the document, the practice established in the interaction of the parties, as well as the customs that led to their subsequent behavior.
Norm 431 of the Civil Code of the Russian Federation: comment
In practice, the discrepancy between the internal will of the participant in legal relations, who wanted a specific result, and the external form in which it is expressed, is often revealed by the wording of the contract. Norm 431 of the Civil Code of the Russian Federation establishes rules regarding the interpretation of a valid, uncontested contractor agreement. If the court, when considering the terms of the transaction, gives preference to the actual will of the participant, then the interests of the second party and the whole turnover may be violated. This is due to the fact that the expression of will, which was perceived by the counterparty and recorded in the contract, may not have legal value. Preference, which is given to the external expression of the aspirations of the subject, means a transition to an exclusively formal position. This, in turn, can put in a difficult situation a weaker and conscientiously mistaken participant. In this regard, norm 431 of the Civil Code of the Russian Federation gives preference to the agreed will of the parties, thus protecting the interests of the turnover as a whole.
Literal meaning
When applying the rules of norm 431 of the Civil Code of the Russian Federation , the court at the first stage analyzes the direct content of the expressions and words present in the contract. They express the result of the will of the parties agreed by them. An indication in a specific agreement of a penalty as a consequence of failure to fulfill obligations cannot be interpreted otherwise, for example, as a condition for a deposit. At the same time, a misunderstanding of the content of the clause on the special procedure for fixing a violation committed by the counterparty (examination, mandatory execution of the act within the time period established in the contract, etc.) is possible.
Comparison with other conditions
It is made in case of uncertainty of a specific clause of the contract. From the rule of paragraph 2 of norm 431 of the Civil Code of the Russian Federation it follows that the qualification of a particular category or a certain attitude of participants that is present in a specific agreement does not bind the court in the process of interpreting the text if it is not consistent with the content of the other conditions and the general meaning. For example, a mixed contract, which includes elements of various civil law transactions, is mistakenly called a purchase and sale act by the parties, and a legally binding document fixing intentions to cooperate is preliminary. Some texts contain incorrect wording of sanctions. For example, often counterparties use the concept of “penalty forfeit”, trying to emphasize its mandatory nature. In all these situations, a literal interpretation of the contents of the contract is at odds with the meaning of the text and, accordingly, is excluded.
Revealing a valid will
If the above rules do not allow determining the content of the condition, the court proceeds to the second stage of interpretation. In particular, the real common will of the participants is revealed. In this case, the purpose of the agreement is taken into account, all circumstances that took place before signing are taken into account. The list of facts given in the norm is approximate. In this regard, in interpreting the agreement, other circumstances may also be taken into account, which reflect the agreed (general) will of the parties. For example, it may be the testimony of witnesses who participated in the conclusion of the transaction, if their application does not contradict the provisions of article 162, expert conclusions regarding the generally accepted meanings of any terms, etc. The list of circumstances specified in rule 431 is not considered subordinated. It does not mean that the court should conduct a consistent study of each fact given.
Nuances
It should be noted that negotiations of participants are an oral expression of their will. It cannot be taken into account in transactions for which the law requires a written form. In addition, directly in the contract there may be a condition that from the date of its conclusion, the negotiations held earlier lose their validity. It also excludes the possibility of taking them into account when interpreting the content of the agreement. If we talk about correspondence, then in any case it is taken into account when ascertaining the real intentions of the participants to the extent that it does not contradict the contractual terms. This rule also applies to correspondence that has been declared invalid since the signing of the agreement.
The practice of interaction of participants in the transaction
In article 5 of the Civil Code there is the concept of custom turnover. The possibility of its additional (subsidiary) use is enshrined in norm 421. The custom of turnover must be distinguished from the established practice of interaction between the parties to the transaction. Often it is called "routine." Self-established rules for the interaction of participants, in fact, reflects some of the alleged contractual conditions. They, while not being directly fixed, were executed (observed) by the entities in fact in their interconnections that preceded the signing of the document. Thus, they expressed the agreed will of the parties. In this regard, routine takes precedence over custom.