A significant change in the circumstances from which the parties to the transaction proceeded when concluding it, acts as the basis for changing or terminating legal relations. The law determines that a change in factors will be considered significant when events have occurred in which, if participants could have foreseen them, the agreement would not have been signed at all or would have arisen on other conditions. These provisions are established in Part 1 of Art. 451 of the Civil Code of the Russian Federation. Consider the norm in more detail.
Art. 451 of the Civil Code
Termination of contracts is allowed if the parties do not reach a compromise on the issue of bringing the agreement into line with the prevailing conditions or termination of legal relations. If there are grounds established in paragraph four of the rule under review, the conditions are adjusted by the court. In this case, certain requirements must be observed at the same time.
Conditions
451 st. The Civil Code of the Russian Federation names the following requirements:
- It does not follow from the essence of the agreement or the customs of turnover that the interested party bears the risk of changing the terms of the transaction.
- At the time of the transaction, the participants proceeded from the impossibility of events that could affect the nature of the legal relationship.
- The change of conditions is due to reasons that the interested party could not be overcome after they appeared. At the same time, the participant showed due diligence and care in accordance with the rules of circulation and the nature of the transaction.
- Realization of the terms of the agreement in its original form would entail such a violation of the correlation of property status and cause such damage that the interested party would substantially lose what it could count on when entering into a relationship.
Additionally
Upon termination of the agreement due to a change in conditions at the request of any participant, the consequences of this procedure are determined. In this case, the court is guided by the need for an equitable distribution of costs incurred by the parties as a result of the execution of the contract. Adjustment of conditions is allowed in exceptional cases. In particular, an amendment to the agreement is permitted if its termination is contrary to the public interest. It is also allowed if the exit from the legal relationship entails losses for the participants that significantly exceed the expenses that the parties will incur when implementing the new conditions.
Art. 451 of the Civil Code of the Russian Federation with comments
What are the features of the implementation of the provisions of the norm? The analysis of the norm should be carried out taking into account the provisions of Art. 450 of the Civil Code of the Russian Federation. It provides general grounds for adjusting the terms of an agreement or terminating it. In particular, Art. 450 of the Civil Code of the Russian Federation establishes a rule in accordance with which these measures are carried out by agreement of the parties. Moreover, the norm stipulates that a different procedure may be established by law or proceed from the terms of the transaction. In the second part, 451 Art. The Civil Code of the Russian Federation determined the possibility of establishing additional grounds for terminating legal relations or adjusting the terms of the agreement. The norm provides that an independent reason for the implementation of one of these measures is the occurrence of events that make the implementation of obligations impossible. This basis allows participants to independently settle mutual relations by mutual agreement.
Protection of rights
An interested entity can apply to the court if the fulfillment of obligations that arose at the time of signing the contract in connection with events that have occurred and are independent of the will of the participants becomes extremely burdensome. Normally, the condition is emphasized. In particular, when signing the agreement, anticipating the occurrence of events completely excluded the likelihood and need of the subjects to complete the transaction or the participants formalized their relations on conditions different from those existing at the time of the dispute.
Specificity of Criteria
The list of conditions established in 451 Art. Civil Code of the Russian Federation, is considered closed. With their simultaneous observance, events are recognized as of great importance. Meanwhile, not in all cases the fulfillment of the terms of the agreement, which has become economically unprofitable, will act as the basis for its termination. Given in 451 Art. The Civil Code of the Russian Federation the list indicates the priority of protecting the stability of the fulfillment of obligations.
Features of evidence
A significant change in the situation in which the transaction was concluded may act as the basis for its termination or adjustment of the terms of the agreement. To implement the requirements, it is necessary to observe 4 conditions at the same time. Subject to the provisions of paragraphs 2 and 4 of the rule in question, their presence determines the priority of termination of the contract in resolving a contentious situation. The agreement may be retained only in exceptional cases. At the same time, its conditions should be amended accordingly. Exclusivity must be justified by any of the facts cited in Art. 451. The burden of proof lies with the plaintiff.
Historical reference
It is worth noting that the exclusivity of the nature of exemption from the implementation of the terms of the agreements took place in the pre-revolutionary period. For example, Pobedonostsev pointed out that the concept of guilt and responsibility for non-fulfillment of conditions is eliminated if the reason for this was an external circumstance that arose outside the will of the subject and made the implementation of the agreements legally or physically impossible. In this case, the author draws attention to the fact that the release of participants from obligations should be carried out on a fair basis.
It is also worth mentioning that a change in circumstances that occurs regardless of the will of the participants was used as a basis for terminating or adjusting legal relations under the legislation of 1922. In particular, it was stipulated that if in a bilateral transaction the fulfillment of obligations became impossible due to the event for which none of the parties is responsible, in the absence of other rules, none of the entities can demand from the other satisfaction by agreement. In the event of circumstances, participants could only rely on the return of all previously performed. The legislation of 1964 did not provide for a rule similar to the above. An exception was the procedure for exemption from the fulfillment of obligations in individual cases, including when a circumstance arises that is independent of the will of the subjects.
Features of the consideration of cases
Participants in the transaction may terminate the legal relationship or amend its terms, guided by Art. 451 of the Civil Code of the Russian Federation. Judicial practice, however, indicates a rather rare support of stakeholders. In some cases, such significant events as the deterioration of the economic situation, including the growth of tariffs, prices, inflation, etc., are not recognized as sufficient grounds. For example, according to one of the FAS Decisions, the legality of the refusal to satisfy the appellate instance of the claim on the adjustment of the investment loan agreement was confirmed due to the occurrence of conditions that make it impossible to fulfill obligations. The act stated that an increase in the foreign exchange rate cannot in itself be regarded as a factor that could entail consequences for the applicant that would allow the application of Art. 451 of the Civil Code of the Russian Federation. Along with this, the resolution noted that the conclusion of a foreign currency loan agreement implies a corresponding risk.
Another example
One of the decisions of the Federal Antimonopoly Service of the Volga-Vyatka District for the administration of Nizhny Novgorod did not satisfy the requirement to terminate the lease, the subject of which was the tunnel passage in which outlets were established. The plaintiff pointed out that, as a result of the adoption of decisions by the antiterrorist committees, events had occurred that made it impossible to implement the terms of the agreement. In particular, in accordance with the acts, retail outlets were moved from tunnel crossings to other areas. Based on the case materials, the decisions of the commissions were taken to ensure the evacuation of people in case of emergency.
During the consideration of the case, the cassation instance indicated that when signing the lease, the intended use of the tunnel was agreed in accordance with the terms of the transaction, as well as for direct consumer and production purposes, taking into account the requirements established in the technical regulatory documentation. It follows that the applicant was informed of the features of the facility, respectively, had the opportunity to assume the onset of consequences. The plaintiff also did not prove that the implementation of the initial conditions of the agreement would violate the balance of property interests of the participants so that it would suffer the same damage as if the defendant violated his obligations. Accordingly, the cassation instance recognized the legality of the previous court decisions in the absence of all the conditions established by Art. 451.
Conclusion
Practice under Art. 451 is not as extensive as other GC standards. However, the authorities are still considering cases under this norm. The procedure for the settlement of disputes does not differ from the rules provided for other situations. As in other cases, the person concerned draws up a statement of claim in accordance with the requirements of the law, attaches documents to it (including a receipt indicating that the plaintiff paid the state duty).
According to Art. 451 of the Civil Code of the Russian Federation most often disputes are not resolved in favor of the applicant. In this regard, it is advisable to seek the help of a qualified lawyer. If this is not possible, legislation and judicial practice should be carefully studied. Particular attention must be paid to the evidence base. Often, subjects entering into a legal relationship do not anticipate any events that could affect their nature. Meanwhile, participants should take into account the instability of the economic situation, various external factors, and forecast certain scenarios. One of the main tasks in such disputes will be the proof of the impossibility of fulfilling obligations on the same terms. At the same time, one should not forget about observing the remaining conditions established by the considered article.