A transaction is a certain action that is performed by an individual or legal entity. Such an action necessarily entails the termination, amendment or occurrence of certain rights.
A special type of arrangement includes unilateral transactions. This is a transaction that is stipulated by the current legislation and with which almost every participant in civil legal relations is faced on a regular basis. However, it should be understood that there is a big difference between this term and a one-way binding transaction. The main difference is that in the first case, only one party has obligations in the transaction, and in the second case, third parties have obligations.
Basic concepts
The interpretation of the concept of unilateral agreement is prescribed in Art. 154 of the Civil Code of the Russian Federation. According to the provisions of this article, such a transaction is concluded by the will of one party. Parties to such an agreement may be ordinary citizens and legal entities.
According to the requirements of the law, if a party to a transaction is a legal entity, then it must be drawn up in writing. For individuals there is no such requirement. However, if the amount of the agreement exceeds 10 thousand rubles, then the agreement must also be fixed in writing.
Despite the fact that in Art. 154 of the Civil Code of the Russian Federation it is clearly indicated that the agreement requires the will of only one participant in the legal relationship, legal consequences arise for both parties, both for the person who has expressed his will and for the addressee who plays a passive role in such a situation.
Types of agreements on the nature of legal consequences
Any scientific classification is based on the general features of the subject being studied in order to identify patterns and relationships between features.
By the nature of the consequences, unilateral agreements are divided into 4 categories:
- Title. The emergence of relations is possible on the basis of existing ones. The simplest example is the recovery of property that is pledged.
- Legal Changes. Such agreements also arise under existing legal relations, but they change certain obligations. For example, if the buyer refuses to purchase the goods until the delivery.
- Right-generating. The occurrence of such a transaction is possible only if one party performs certain actions. For example: issue a power of attorney or make a will.
- Right-ending. Such transactions confirm a unilateral waiver of rights. For example, a person decided to throw away any of his own thing or waived the right to inheritance.
At the same time, such a classification of transactions characterizes them rather vaguely. For example, if a participant in a legal relationship throws away hazardous waste, then he still has a duty to dispose of it, and if this action is rejected, responsibility arises.
Other species
A unilateral agreement may be with only one participant, for example, the preparation of a will. But several parties can participate in the agreement, for example, a public promise to pay remuneration for a thing found.
Transactions are also distinguished depending on additional conditions:
- Involving consequences regardless of external circumstances. The simplest example is the issuance of a power of attorney, that is, the powers of a trustee are issued regardless of any circumstances.
- Effective depending on additional circumstances. For example, you can enter into an inheritance only after the death of the testator or under certain conditions specified in the inheritance document.
Depending on the role of the addressee, there are:
- transactions with participants (addressees) who are already participating in legal relations;
- transactions with parties that are interested parties, for example, a public tender.
Examples
The easiest way to understand what unilateral agreements are is that the characteristic features of a transaction will help, based on specific examples:
- Offset.
- The issuance of a power of attorney is an exclusively legitimate act.
- Acceptance or denial of inheritance. In the first case, the adoption of the hereditary mass is a deed of legitimacy, and refusal is a destructive law.
- Exit one of the participants from the LLC.
- Unilateral termination of the contract due to non-fulfillment of its obligations by the other party.
- Registration of a check, bill of exchange.
- Public statement regarding the obligation to pay remuneration for the property found.
- Announcement of a public competition.
Such legal relations are regulated not only by article 155, but also by articles 1055, 185, 1152, 1057, 157 of the Civil Code.
Distinctive features
A one-way transaction is a transaction that gives rise to legal relations by the will of one party, therefore it has a number of differences from an ordinary agreement.
Features | Standard contract | Unilateral agreement |
Moment of conclusion | Only after agreement by both parties of all conditions | It requires only the will of one party |
Situations | The conclusion of a bilateral agreement is possible in any situation that does not contradict the requirements of current legislation | The addressee of the transaction is not required to show his will, it may not even be |
Responsibilities | Occur on both sides | Only occur for a person who has expressed a will to conclude an agreement |
In addition, standard bilateral agreements are regulated by Articles 307-453 of the Civil Code, and the requirements for unilateral agreements are described in Chapter 9 of the Civil Code.
Conclusion methods
The peculiarity and essence of a one-sided transaction is that it must be concluded in writing. However, the oral form will be recognized as legal if all the requirements of the current legislation are met. Most often, such agreements are concluded in solving everyday problems.
However, if the transaction amount exceeds 10 thousand rubles or one of the parties is a legal entity. A written form is obligatory in those cases when it is expressly established by law, for example, when concluding a gift contract or making a will.
Notarization is necessary only in cases where it is expressly established by law, for example, in the preparation of a will.
Requirements for notifying the addressee of an agreement
Despite the fact that a one-way transaction is a transaction made at the will of one party, nevertheless, in a number of cases the legislation requires notifying the addressee of its completion. According to the requirements of Article 165.1 of the Civil Code, notification is mandatory if the agreement depends on its perception by the addressee.
At the same time, it is necessary to notify the addressee appropriately, that is, not orally. As a rule, they are notified by sending a registered letter. If the notification did not reach the recipient for reasons beyond the control of the party to the transaction, such a letter is considered to be received and the agreement itself entails legal consequences.
Can I refuse?
Since a one-way transaction is a transaction arising from the will of one party, the question arises: can the addressee refuse it? Such a right is enshrined in law. For example, for some reason, the gifted person refuses to accept immovable property. But he can do this only after the conclusion of the gift agreement and until its registration. If the registration of the transfer of ownership has already taken place, then it can only be canceled in a judicial proceeding. In this case, a one-year limitation period is provided for going to court. Under special circumstances, this period may be extended to 3 years.
Terms of recognition of validity and invalidity of the agreement
Multilateral treaties and unilateral transactions may be invalidated.
Recognition of the validity of a unilateral agreement is possible if it is really a consequence of goodwill, all the provisions of the document comply with the requirements of the law and do not contradict each other. Another important condition - expression of will must come from a competent and adult person. Any non-compliance with these points, even in the absence of the addressee, entails the recognition of the transaction as invalid.
If it is established that the agreement was signed under pressure, then it will be declared null and void. Failure to comply with the form prescribed by law also entails invalidation of the agreement.
Another very important point, if it is known that the provisions of the agreement cannot be implemented, then such a transaction is not concluded.
Controversial moment
Unilateral transactions in civil law quite often cause some controversy, and often precisely regarding the public announcement of the competition, which is later canceled. If the recipients have already familiarized themselves with the proposal, but the initiator canceled the tender, what should I do? The legislation clearly states that a one-way transaction is irrevocable, because interested parties have already familiarized themselves with it. Confirmation of this is enshrined in articles 188 and 371 of the Civil Code.
Relying on judicial practice is quite difficult, since there are very few disputes regarding unilateral transactions. In addition, little attention is paid to solving the issue of one-sided transactions in the scientific legal literature, there is no study of unilateral expression of will, therefore, it is very difficult to resolve the issue in the framework of the above situation.
Conclusion
A transaction is considered unilateral, which is concluded on the basis of only the will of one party. The will of property or the transfer of certain powers are the most striking examples of unilateral transactions that do not require the consent of the other side of the legal relationship. However, rights under such an agreement may arise even with a third party. On the other hand, obligations under such agreements arise only from one party that has revealed its desire.
Unilateral agreements may give rise to certain legal consequences for persons who are not even involved in the transaction. If the agreement requires the consent of the other party, then this is a two- or multilateral transaction, which in fact is a contract.