The system of contractual relations is considered one of the key civil law institutions, the central link in the structure of private law. Contracts, being the largest group of legal facts, play a crucial role in the socio-economic life of the state. Let us further consider the specifics of the legal regulation of contractual relations.
The relevance of the issue
A contract is a product of mutual consent of civil legal entities. In this regard, it must be considered as an instrument of self-regulation in the framework of economic exchange based on the independence and equality of participants in the commodity turnover. With the help of contracts, complex economic processes are optimized that occur during production, business and distribution activities.
The value of contractual relations is so great that legislation provides for instruments to ensure that the parties fulfill their obligations by force. If any participant does not comply with the terms of the agreement, the counterparty may apply special measures through judicial institutions.
Subjects
Parties to a contractual relationship are parties to a transaction entering into an agreement and assuming certain mutual obligations. The subjects can be both individual individuals and their groups, united by different signs.
The first group includes not only citizens of the Russian Federation, but also foreigners, stateless persons. The second group includes legal entities. They can also be Russian or foreign. In addition, there is another group of participants in contractual relations - this is the Russian Federation, its subjects and municipalities.
Classification
Types of contractual relations differ in different ways. Depending on the number of participants, single, double and multilateral transactions are distinguished. In some cases, agreements are an element of a multi-level combination in which a large number of persons participate. At the same time, there are different ways to formalize contractual relations. This may be the conclusion of several bilateral or one multilateral agreement in which each individual participant has certain individual obligations.
Contracts also vary by:
- Subject.
- The nature of the distribution of duties and rights.
- The moment of design.
- A condition determining the moment of occurrence / termination of rights and obligations.
- Absence / counter meeting satisfaction.
- A method for determining contractual relationships.
The legislation provides for a variety of types of contractual relations. Each of them has its own specifics, however, they all obey certain common principles and rules. The rules also provide for forms of contractual relations. An agreement between the participants may be concluded orally or in writing. The legislation specifically stipulates cases in which this or that form may be used. For example, a contract for the alienation of a property is always executed in writing. Moreover, it is subject to mandatory state registration.
The nuances of the legal regulation of contractual relations
As a basis for the emergence of the contract acts, as a rule, mutual agreement of the parties. Meanwhile, the legislation provides for a number of cases when, upon the occurrence of certain circumstances, participants are required to draw up an agreement.
An example is the regulation of contractual relations between a banking organization and its client. The bank must conclude an agreement for servicing the account with the entity that has submitted the relevant proposal. In this case, contractual relations arise on the terms announced by the organization for a particular type of account and corresponding to the requirements laid down in law. The relevant provisions are present in the Civil Code, in Art. 846, p. 2.
In accordance with applicable law, a commercial enterprise cannot refuse to issue a public contract if it has the opportunity to provide the counterparty with the appropriate product, service or work. When considering cases of consumer claims forcing such organizations to conclude a public agreement (under Article 426 of the Civil Code), it should be taken into account that the commercial enterprise is responsible for proving the impossibility to transfer products to the consumer, provide the necessary service or perform work.
The principle of freedom of contract
Agreement is an act of will. But he is endowed with a number of specific features. Contractual relations are not scattered actions of participants, but a single expression of will reflecting their common intentions. To formulate them and fix them in the agreement, it should be free from any external influences. In this regard, the organization of contractual relations is built on the basis of a number of rules enshrined in article 421 of the Civil Code. They ensure the implementation of the principle of freedom of contractual relations. It consists of the following:
- All participants in the turnover are free to decide on the advisability of concluding an agreement. Coercion to formalize transactions is not allowed. At the same time, the legislation, as mentioned above, provides for cases when the conclusion of the contract is mandatory.
- The parties are free both in the choice of the number of counterparties in a particular transaction and in their personal choice.
- Subjects have the right to independently determine the type of contractual relationship into which they enter. For example, when disposing of property, participants can choose which agreement to conclude: exchanges, gifts, sales. Moreover, choosing a specific type of contract, subjects are entitled to include elements of other types of transactions in it. In this case, they talk about mixed agreements. Their implementation is governed by general rules and special rules on contracts, the elements of which are present in such a mixed agreement. It is also worth mentioning that entities can enter into civil contractual relations not provided for in the legislation. However, the terms of the transaction should not contradict the norms of Russian law.
- The parties are entitled by mutual agreement to establish any terms of the transaction. In particular, participants are free to determine the volume and order of supply of goods, their cost, payment rules, deadlines for fulfillment of obligations, etc. An exception is provided for those cases in respect of which a certain condition is required in the law or other legal act.
Limitation
It is provided for in article 422 of the Civil Code. The limitation of the principle of freedom of contractual relations is that any agreement concluded must comply with the rules established in the legislation and other regulatory acts and binding on the parties. In other words, the terms of the transaction must ensure a balance of interests.
Experts do not recommend the use of widely advertised models of agreements without modifications or agree to conclude an agreement, the text of which is developed exclusively by the other party to the legal relationship.
Content of the contract
It consists of conditions that determine the actions of counterparties, requirements for the timing and procedure for their implementation. They can also establish the obligation of the parties not to take any actions in the interests of the counterparties themselves or third parties that are not subjects of relations. In this case, it is necessary to observe an important requirement - the restriction should not contradict the current standards and not infringe on the interests of others. An example is the agreement on the non-alienation of any property until a certain moment (for example, until the acquirer finds the funds necessary for the purchase).
Transaction subject
Depending on it, a contractual relationship is distinguished, within the framework of which:
- There is a transfer of property. Material assets may be transferred into ownership (purchase and sale) or use (rental).
- Services are provided. They can be paid (for a fee) or free.
- Work in progress.
- The products of intellectual labor are used.
The classic types of contracts, the subject of which is the transfer of property, are the sale, exchange, lease, gift, loan, loan, lease.
The difference between the provision of services and the performance of work is revealed by the absence / presence of materialized result. It is worth saying that in the Civil Code, in contrast to the Tax Code, this provision does not fixate, although it ensures the implementation of this difference in specific contractual forms in practice. Consumption of a service occurs when it is provided. In this case, the debtor (contractor) should not pass on to the creditor (customer) a specific result, he only has to carry out certain actions. Among the contracts, the subject of which is the production of work, we can separately distinguish agreements for experimental design, research, technological operations, in which there may not be any positive results.
The risk of the absence of any result always lies with the customer. Unlike work contracts, service agreements should always have positive consequences. Accordingly, in case of their absence, the contract will be declared unfulfilled. Due to the fact that the result is always unrealized, the quality of the service always depends on the contractor. In other words, the services are always personified.
The moment of conclusion of the agreement
Depending on it, there are real and consensual agreements. To conclude the latter, mutual agreement of the subjects on the essential conditions is necessary. In a real contract, for the emergence of obligations and rights, it is necessary, in addition to agreeing on the content of the transaction, to transfer a specific thing.
Obligations and rights under a loan agreement arise not at the time of reaching an agreement on the essential conditions, but after the transfer of the agreed amount of money or other generic things in an amount established by the parties. A similar provision applies to the storage contract. Obligations and rights under it arise after the transfer of the thing to the person responsible for its safety. After agreeing all the conditions, the custodian may require the second participant to provide this same thing. In turn, the depositor cannot require the custodian to fulfill the terms of the transaction before providing him with valuables (for example, to ensure proper storage conditions).
Among the real contracts, in addition to storage and loan, include agreements on trust management, loans, transportation of goods.
Conditional Transactions and Regular Agreements
In contracts, the subjects of legal relations stipulate the termination or occurrence of obligations and rights depending on circumstances, the occurrence of which is not known in advance with certainty. Such agreements are also called conditional. If the emergence of obligations and rights is made dependent, then circumstances are called suspensive, if termination is derogatory.
Participants in such contractual relationships should take into account a number of nuances:
- Negotiable circumstances may not occur.
- Conditions should not arise without fail.
- An agreement can be concluded without a condition, i.e., dependence on circumstances is included in the content of the contract at the discretion of the parties.
In such transactions, the integrity of the participants is given increased attention. No party should influence the occurrence or non-occurrence of the agreed circumstances. Depending on which of the actors contributed to or prevented the occurrence of the condition to its advantage, it is deemed non-occurring or occurring accordingly. In other words, if the occurrence of a circumstance in bad faith was facilitated by an entity to whom this is beneficial, then the condition will be deemed non-occurring. It will not matter if the actions (efforts) of this participant caused the appearance of the agreed factors. The main thing is that there should be a connection between the action and the consequence.
Gratuitous and reimbursable contractual relations
The symptom by which they differ has already been indicated above. In a reimbursable contractual relationship, a fee or other compensation is assumed for the party's fulfillment of its obligations. In gratuitous agreements, it is not provided.
The law implies by default that all contracts are reimbursable, unless otherwise follows from the law, other regulatory documents, the content or essence of the agreement. Examples of gratuitous agreements are a gift and a loan.
In the first case, there is a free transfer of ownership of a thing or property right, release from an obligation to a creditor or third parties. It must be said that the law has certain restrictions. In particular, gratuitous contracts cannot be concluded between commercial organizations. An exception is the donation of things whose value is not more than 3 thousand rubles. This is stated in paragraph 1,575 of the Civil Code. Given this situation, commercial organizations can conclude only reimbursable gift agreements. At the same time, the promise of providing the thing with which the emergence of obligations as a whole (as with a loan, for example) cannot become the subject of real agreements.