How to terminate a contract. Termination of the contract unilaterally Procedure for termination of the contract Civil Code

1. The commented article defines the following reasons to change and terminate the contract:

1) agreement of the parties;

2) a court decision made at the request of one of the parties to the contract;

3) unilateral refusal to fulfill the contract.

At the same time, as general rule, which determines the possibility of changing and terminating the contract, is the agreement of the parties. The other two grounds for changing and terminating the contract are applicable only in the absence of agreement between the counterparties. Limiting the cases for changing and terminating a contract in the absence of mutual consent of the parties is aimed at ensuring the stability of the execution of concluded contracts.

From the wording of paragraph 1 of the commented article, it follows that the law or agreement may exclude the achievement of agreement between the parties to the agreement on its amendment (termination) as a sufficient basis for the mentioned legal consequences. The current legislation knows several similar cases:

According to Art. 101 KVVT RF, the carrier may unilaterally terminate the contract for the carriage of a passenger in the event of: impossibility of transporting a passenger to the port of destination due to force majeure, military action, government prohibition or other reasons beyond the control of the carrier; detention of a vessel based on a decision of the relevant authorities executive branch or attracting a vessel for government needs, etc.;

According to Art. 22 Federal Law of December 30, 2006 N 271-FZ “On retail markets and on amendments to Labor Code Russian Federation", the reduction by the Government of the Russian Federation of the permissible share of foreign workers used in the markets is the basis for early termination civil contract concluded with foreign worker. Such termination is carried out without going to court.

2. Clause 2 of the commented article includes rules on amendment and termination of the contract at the request of one of the parties, considered in judicial procedure. There are two such possibilities.

In the first case, we are talking about a significant violation of the contract by the other party as a basis for changing and terminating the contract. The party filing a claim in court to amend or terminate the contract must prove that if the contract continues, it may suffer damage in the form of lost profits and expenses that arose in the process of executing the contract. The concept of the materiality of a breach of contract can also be associated with the infliction of non-property damage, for example, in gratuitous contracts.

The significance of the breach of contract is determined by the court. However, there may be cases when it is established by law. So, according to Art. 523 of the Civil Code of the Russian Federation, a violation of the supply contract by the parties is assumed to be significant, unless the contrary is proven, in the following cases:

Supply of goods of inadequate quality;

Delivery of goods with defects that cannot be eliminated within a timeframe acceptable to the buyer;

Repeated violation of delivery deadlines;

Repeated violation of payment terms for goods and repeated failure to select goods by the buyer.

In the second case, amendment and termination of the contract is permitted on the grounds directly provided for by the Civil Code of the Russian Federation, other laws or the contract. Such grounds are actions (inaction) of a party to a contract that create conditions for possible damage to the other party, although they are not directly related to the violation of a contractual obligation.

3. Clause 3 contains a rule allowing unilateral refusal to fulfill the contract (see Article 310 of the Civil Code of the Russian Federation and the commentary thereto). Such a refusal is possible when it is provided for by law or by agreement of the parties.

Unilateral refusal to fulfill a contract is most often allowed under such contracts as contracts for the provision of services (for example, under a contract of agency - Article 977 of the Civil Code of the Russian Federation); agreement paid provision services (Article 782 of the Civil Code of the Russian Federation), bank account (Article 859 of the Civil Code of the Russian Federation) and bank deposit (Article 837 of the Civil Code of the Russian Federation); other agreements in which the right of one of the parties to unilaterally refuse to perform the agreement is inextricably linked with the legal structure of the relevant agreement.

The right to unilaterally refuse to perform a contract may be provided for in the contract itself at the stage of its conclusion or change in the form of conclusion additional agreement indicating the conditions for its implementation.

4. Applicable law:

KVVT RF;

Federal Law of December 30, 2006 N 271-FZ “On retail markets and on amendments to the Labor Code of the Russian Federation”;

Federal Law dated July 24, 2008 N 161-FZ “On promoting the development of housing construction.”

5. Judicial practice:

Information letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated January 11, 2002 N 66;

Information letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated April 21, 1998 N 33;

Resolution of the Federal Antimonopoly Service of the Volga-Vyatka District dated February 17, 2014 in case No. A43-2126/2013;

Resolution of the Second Arbitration Court court of appeal dated January 10, 2014 in case No. A31-7234/2013.

Full text of Art. 450 of the Civil Code of the Russian Federation with comments. New current edition with additions for 2020. Legal advice on Article 450 of the Civil Code of the Russian Federation.

1. Changes and termination of the contract are possible by agreement of the parties, unless otherwise provided by this Code, other laws or the contract.

A multilateral agreement, the execution of which is related to the implementation of entrepreneurial activities by all its parties, may provide for the possibility of changing or terminating such an agreement by agreement of both all and the majority of persons participating in the specified agreement, unless otherwise provided by law. The agreement specified in this paragraph may provide for the procedure for determining such a majority.

2. At the request of one of the parties, the contract can be changed or terminated by a court decision only:
1) in case of a significant violation of the contract by the other party;
2) in other cases provided for by this Code, other laws or agreement.

3. The clause has lost force since June 1, 2015 - Federal Law of March 8, 2015 N 42-FZ.
4. A party that is granted the right to unilaterally change the agreement by this Code, other laws or an agreement must, when exercising this right, act in good faith and reasonably within the limits provided for by this Code, other laws or an agreement.

(Item additionally included from June 1, 2015 Federal law dated March 8, 2015 N 42-FZ)

Commentary on Article 450 of the Civil Code of the Russian Federation

1. The commented article defines the following grounds for changing and terminating the contract:
1) agreement of the parties;
2) a court decision made at the request of one of the parties to the contract;
3) unilateral refusal to fulfill the contract.

In this case, the general rule determining the possibility of changing and terminating the contract is the agreement of the parties. The other two grounds for changing and terminating the contract are applicable only in the absence of agreement between the counterparties. Limiting the cases for changing and terminating a contract in the absence of mutual consent of the parties is aimed at ensuring the stability of the execution of concluded contracts.

From the wording of paragraph 1 of the commented article it follows that the law or agreement may exclude the achievement of agreement between the parties to the agreement on its amendment (termination) as a sufficient basis for the mentioned legal consequences. The current legislation knows several similar cases:
- according to Art. 101 KVVT RF, the carrier may unilaterally terminate the contract for the carriage of a passenger in the event of: impossibility of transporting a passenger to the port of destination due to force majeure, military action, government prohibition or other reasons beyond the control of the carrier; detention of a vessel based on a decision of the relevant executive authorities or attracting a vessel for state needs, etc.;
- according to Art. 22 Federal Law of December 30, 2006 N 271-FZ “On retail markets and on amendments to the Labor Code of the Russian Federation”, the reduction by the Government of the Russian Federation of the permissible share of foreign workers used in the markets is the basis for early termination of a civil contract concluded with a foreign employee. Such termination is carried out without going to court.

2. Clause 2 of the commented article includes rules on changing and terminating the contract at the request of one of the parties, considered in court. Two such possibilities are provided.

The significance of the breach of contract is determined by the court. However, there may be cases when it is established by law. Thus, according to the violation of the supply contract by the parties, it is assumed to be significant, unless the contrary is proven, in the following cases:
- supply of goods of inadequate quality;
- with defects that cannot be eliminated within a time period acceptable to the buyer;
- repeated violation of delivery deadlines;
- repeated violation of payment terms for goods and repeated failure to select goods by the buyer.

Unilateral refusal to fulfill a contract is most often allowed under such contracts as contracts for the provision of services (for example, under a contract of agency - Article 977 of the Civil Code of the Russian Federation); , bank account () and bank deposit (Article 837 of the Civil Code of the Russian Federation); other agreements in which the right of one of the parties to unilaterally refuse to perform the agreement is inextricably linked with the legal structure of the relevant agreement.

The right to unilaterally refuse to perform a contract may be provided for in the contract itself at the stage of its conclusion or amendment in the form of concluding an additional agreement indicating the conditions for its implementation.

4. Applicable law:
- KVVT RF;
- LC RF;
- Federal Law of December 30, 2006 N 271-FZ “On retail markets and on amendments to the Labor Code of the Russian Federation”;
- Federal Law of July 24, 2008 N 161-FZ “On promoting the development of housing construction.”

5. Judicial practice:
- information letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated January 11, 2002 N 66;
- information letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated April 21, 1998 N 33;
- resolution of the Federal Antimonopoly Service of the Volga-Vyatka District dated February 17, 2014 in case No. A43-2126/2013;
- Resolution of the Second Arbitration Court of Appeal dated January 10, 2014 in case No. A31-7234/2013.

Consultations and comments from lawyers on Article 450 of the Civil Code of the Russian Federation

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1. Changes and termination of the contract are possible by agreement of the parties, unless otherwise provided by this Code, other laws or the contract.

2. At the request of one of the parties, the contract can be changed or terminated by a court decision only:

1) in case of a significant violation of the contract by the other party;

2) in other cases provided for by this Code, other laws or agreement.

4. A party that is granted the right to unilaterally amend the agreement by this Code, other laws or an agreement must, when exercising this right, act in good faith and reasonably within the limits provided for by this Code, other laws or an agreement.

The provisions of Article 450 of the Civil Code of the Russian Federation are used in the following articles:

Unilateral refusal to fulfill the supply agreement
1. A unilateral refusal to fulfill a supply contract (in whole or in part) or a unilateral change thereof is permitted in the event of a significant violation of the contract by one of the parties (paragraph four of paragraph 2 of Article 450).
Early termination of the contract at the request of the lessor
The lease agreement may establish other grounds for early termination of the agreement at the request of the lessor in accordance with paragraph 2 of Article 450 of the Civil Code of the Russian Federation.
Early termination of the contract at the request of the tenant
The lease agreement may establish other grounds for early termination of the agreement at the request of the tenant in accordance with paragraph 2 of Article 450 of the Civil Code of the Russian Federation.
Making changes to technical documentation
3. The contractor has the right to demand, in accordance with Article 450 of the Civil Code of the Russian Federation, a revision of the estimate if, for reasons beyond his control, the cost of the work exceeded the estimate by at least ten percent.
Termination of a simple partnership agreement at the request of a party
Along with the grounds specified in paragraph 2 of Article 450 of the Civil Code of the Russian Federation, a party to a simple partnership agreement concluded with an indication of the term or with an indication of the purpose as a severable condition, has the right to demand termination of the agreement in relations between itself and the other partners for a good reason with compensation to the other partners of real damage caused by termination of the contract.
Agreement on alienation of exclusive rights
5. In the event of a significant violation by the acquirer of the obligation to pay the right holder, within the period established by the agreement on the alienation of the exclusive right, remuneration for the acquisition of the exclusive right to the result intellectual activity or for a means of individualization (subparagraph 1 of paragraph 2 of Article 450), the previous copyright holder has the right to demand in court the transfer to himself of the rights of the acquirer of the exclusive right and compensation for damages, if exclusive right passed to its acquirer.

When concluding a contract, special importance is attached to the start and end dates of its validity. It can end with the mutual consent of the parties to the contract.

However, there are cases that allow you to terminate an existing agreement unilaterally. The procedure for such action will be discussed in this article.

Types of contracts

A contract presupposes a mutual agreement between two or more parties. It is designed to perform the following tasks:

establish new relationships between the parties;
change existing relationships;
stop them;
regulate the behavior of the parties;
determine their rights and obligations.

Agreements are divided according to the nature of the distribution of rights and obligations ( one-sided and two-sided), by the nature of the relationship ( paid and gratuitous), concluded in the interests of the parties to the contract or a third party and in the direction.

The directions may be the following:

irrevocable transfer of ownership of property (for example, donation, purchase and sale);
transfer for temporary use (rent);
provision of services (insurance, commission);
joint activities;
author's activity.

A contract is a transaction in which mutual understanding is reached by all parties and their mutual behavior is regulated. Termination, like the conclusion of a contract, occurs by mutual agreement of the participants. Its terms are usually stated in the text of the agreement. A one-way interrupt may occur only in exceptional cases.

How is this regulated by law?

A contract is a process that will end over time. The desire of one of the parties to terminate it before the period specified in the text may also occur. The laws of the Russian Federation prescribe the legal basis for this possibility.

Termination of the contract is regulated by articles No. 450-453 Civil Code of the Russian Federation. However, there may be not only termination, but also termination of the contract due to waiver of existing obligations. These issues are regulated by the article No. 310 Civil Code of the Russian Federation.

These two cases have the same consequences, but differ in the grounds for termination and the procedure for action on it.

General rule civil law– termination must occur by mutual agreement of the parties. This rule coincides with the rules for concluding and changing the terms of the contract. If termination is the initiative of one of the parties, then there must be sufficiently compelling justifications and conditions for such actions.

Conditions and justifications for unilateral termination

Possibilities for unilateral termination are sometimes written into the text of the contract. This usually implies that there has been a material breach of the terms of the agreement. The actions of the party that violates the terms of the agreement lead to a situation where the other is deprived of the benefits that it had the right to count on when concluding the agreement. If the conditions for early termination of obligations are not specified in the contract, then you should be guided by the requirements of the laws of the Russian Federation.

The grounds for early termination of contractual relations are similar to the grounds for amending the contract. They are described in Article No. 450 of the Civil Code of the Russian Federation. According to it, the following reasons for termination (change) of the contract are recognized:

mutual agreement of the parties;
a justified demand for termination of the contract from one of the parties;
unilateral refusal to fulfill the terms of the contract.

Termination can be achieved when an agreement is drawn up, even if the initiative comes from one party. This provides for compensation for losses incurred by another participant. Interested person may send its proposals to the other party for decision-making. This can be done before going to court and allows you to resolve the issue of termination with a new agreement. It must be remembered that it cannot be achieved if the interests of third parties are affected or suffered.

The demand of one of the participants may also become grounds for termination of the contract. However, a decision on this can only be made when the issue is considered in court.

Refusal to fulfill obligations under the contract is followed by its termination. But the reasons for such a refusal must be provided for by law. Termination of a contract due to refusal to fulfill it is permitted only in cases related to business activities.

In what case may such termination be necessary?

All possible cases Termination of a contract unilaterally can be divided into three groups:

Violation of fulfillment of obligations under the contract (contract, supply). In this case, you can claim damages.
The desire of one party to terminate the relationship (lease, loan, contract). It is also assumed that it will be possible to minimize the amount of costs and losses incurred.
Change of circumstances (for example, in a gift agreement).

If circumstances change and at the same time, if all the terms of the contract are fulfilled in good faith, it is possible not to terminate, but to change them in accordance with the changed situation.

On the video in which cases unilateral termination may be necessary:

The procedure for termination of the contract by the customer and the contractor

Either party may declare its desire to terminate the contract. Depending on the type of cooperation, the following are distinguished: possible reasons termination:

The contract may be terminated by the contractor due to poor quality of the material, discrepancy between the customer’s instructions and the safety of the work and the rules for its implementation. The customer has the right to refuse the contractor's services if deadlines are missed or the quality of work is poor.
The supplier may terminate the supply contract if goods are not collected and payment terms are not met. Buyer - if the quality of the goods supplied is insufficient and the delivery time is not met.
The lessor has the right to terminate the lease agreement if the condition of the rented premises deteriorates significantly, if the terms of transfer are violated rent and stipulated terms of use. Tenant - in case of creating obstacles to the use of the premises, its non-compliance with the qualities specified in the contract, in case of failure to comply with the terms of the contract in terms of carrying out repair or maintenance work.
A contract for the provision of paid services can be terminated by the customer without specifying reasons, but not when the service has already been provided. The contractor also has the right to refuse to provide the agreed service, but with compensation for damage caused. An agreement for the provision of various services must provide for cases of possible refusal and stipulate conditions for early termination at the initiative of one of the parties.

The first step after making a decision to terminate the contract unilaterally is sending a notice to the other party. It must be drafted in such a way as to avoid discrepancies.

If the text of the contract contains clauses providing for the possibility of early termination, and the arguments of the initiative party do not contradict them, the contract is considered terminated from the moment of receipt of such notice.

In the absence of provisions for early termination of the contract, but with the consent of all parties, pre-trial termination of contractual obligations is possible. At the same time, the possibility of compensation for losses incurred as a result of non-fulfillment of the terms of the contract and their amount are stipulated.

If the other party disagrees, the issue of unilateral termination of the contract must be considered in court.

Article 450. Grounds for amendment and termination of the contract

1. Changes and termination of the contract are possible by agreement of the parties, unless otherwise provided by this Code, other laws or the contract.
A multilateral agreement, the execution of which is related to the implementation of entrepreneurial activities by all its parties, may provide for the possibility of changing or terminating such an agreement by agreement of both all and the majority of persons participating in the specified agreement, unless otherwise provided by law. The agreement specified in this paragraph may provide for the procedure for determining such a majority.

2. At the request of one of the parties, the contract can be changed or terminated by a court decision only:

Note:
Changing or terminating the contract on this basis entails the consequences provided for in Part 5 of Art. 453 of this Code.

1) in case of a significant violation of the contract by the other party;
2) in other cases provided for by this Code, other laws or agreement.

A violation of the contract by one of the parties is considered significant, which entails such damage for the other party that it is significantly deprived of what it had the right to count on when concluding the contract.
3. Invalid as of June 1, 2015. - Federal Law of 03/08/2015 N 42-FZ.
4. A party that is granted the right to unilaterally amend the agreement by this Code, other laws or an agreement must, when exercising this right, act in good faith and reasonably within the limits provided for by this Code, other laws or an agreement.
(Clause 4 introduced by Federal Law dated 03/08/2015 N 42-FZ)

Article 450.1. Refusal of the contract (execution of the contract) or the exercise of rights under the contract

(introduced by Federal Law dated 03/08/2015 N 42-FZ)

1. Provided by this Code, other laws, other legal acts or an agreement, the right to unilaterally refuse the agreement (execution of the agreement) (Article 310) can be exercised by the authorized party by notifying the other party of the refusal of the agreement (execution of the agreement). The contract is terminated upon receipt of this notification, unless otherwise provided by this Code, other laws, other legal acts or the contract.
2. In case of unilateral refusal of the contract (execution of the contract) in whole or in part, if such refusal is allowed, the contract is considered terminated or modified.
3. If one of the parties to the contract does not have a license to carry out activities or membership in a self-regulatory organization necessary to fulfill the obligation under the contract, the other party has the right to refuse the contract (fulfillment of the contract) and demand compensation for losses.
4. A party that is granted the right to withdraw from an agreement (execution of an agreement) by this Code, other laws, other legal acts or an agreement, must, when exercising this right, act in good faith and reasonably within the limits provided for by this Code, other laws, other legal acts or agreement.
5. In cases where, if there are grounds for refusal of the contract (execution of the contract), the party having the right to such refusal confirms the validity of the contract, including by accepting from the other party the latter’s proposed fulfillment of the obligation, subsequent refusal on the same grounds is not allowed .
6. Unless otherwise provided by this Code, other laws, other legal acts or an agreement, in cases where the party carrying out entrepreneurial activity, upon the occurrence of circumstances provided for by this Code, other laws, other legal acts or an agreement and serving as the basis for the exercise of a certain right under the agreement, declares a refusal to exercise this right; subsequently, the exercise of this right on the same grounds is not allowed, except in cases when similar circumstances occur again.
7. In cases established by this Code, other laws, other legal acts or an agreement, the rules of paragraph 6 of this article are applied in the event of failure to exercise a certain right within the period provided for by this Code, other laws, other legal acts or an agreement.

Article 451. Amendment and termination of the contract due to a significant change in circumstances

1. A significant change in the circumstances from which the parties proceeded when concluding the contract is the basis for its modification or termination, unless otherwise provided for by the contract or follows from its essence.

Note:
A change in the exchange rate of a foreign currency against the ruble cannot be regarded as a significant change in circumstances, which is the basis for changing the contract (Review judicial practice Supreme Court Russian Federation No. 1 (2017)).

A change in circumstances is considered significant when they have changed so much that, if the parties could have reasonably foreseen it, the contract would not have been concluded by them at all or would have been concluded on significantly different terms.
2. If the parties have not reached an agreement to bring the contract into compliance with significantly changed circumstances or to terminate it, the contract may be terminated, and on the grounds provided for in paragraph 4 of this article, changed by the court at the request of the interested party if the following conditions are simultaneously present:

1) at the time of concluding the contract, the parties assumed that such a change in circumstances would not occur;
2) the change in circumstances was caused by reasons that the interested party could not overcome after their occurrence with the degree of care and prudence required of it by the nature of the contract and the conditions of turnover;
3) execution of the contract without changing its terms would so violate the relationship of property interests of the parties corresponding to the contract and would entail such damage for the interested party that it would largely lose what it had the right to count on when concluding the contract;
4) it does not follow from customs or the essence of the contract that the risk of changes in circumstances is borne by the interested party.

3. When terminating a contract due to significantly changed circumstances, the court, at the request of either party, determines the consequences of terminating the contract, based on the need for a fair distribution between the parties of the expenses incurred by them in connection with the execution of this contract.
4. Amendments to a contract due to a significant change in circumstances are permitted by a court decision in exceptional cases when termination of the contract is contrary to public interests or will entail damage for the parties that significantly exceeds the costs necessary to execute the contract on the terms changed by the court.

Article 452. Procedure for changing and terminating the contract

1. An agreement to amend or terminate a contract is made in the same form as the contract, unless otherwise follows from the law, other legal acts, contract or customs.
(as amended by Federal Law dated 03/08/2015 N 42-FZ)
2. A requirement to change or terminate a contract may be submitted by a party to the court only after receiving a refusal from the other party to the proposal to change or terminate the contract or failure to receive a response within the period specified in the proposal or established by law or the contract, and in its absence - within thirty days. .

Note:
On the application by courts of the provisions of Article 453, see Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated 06.06.2014 N 35.

Article 453. Consequences of amendment and termination of the contract

1. If the contract is changed, the obligations of the parties remain unchanged.
2. Upon termination of the contract, the obligations of the parties cease, unless otherwise provided by law, contract or follows from the essence of the obligation.
(as amended by Federal Law dated 03/08/2015 N 42-FZ)
3. In the event of a change or termination of a contract, obligations are considered changed or terminated from the moment the parties enter into an agreement on the change or termination of the contract, unless otherwise follows from the agreement or the nature of the change in the contract, and in the case of a change or termination of the contract in court - from the moment of entry into force the legal force of a court decision to amend or terminate the contract.
4. The parties do not have the right to demand the return of what they performed under the obligation before the change or termination of the contract, unless otherwise established by law or agreement of the parties.
In the event that, before the termination or modification of the contract, one of the parties, having received from the other party the fulfillment of an obligation under the contract, did not fulfill its obligation or provided the other party with unequal performance, the rules on obligations due to unjust enrichment (Chapter 60) apply to the relations of the parties, unless otherwise not provided for by law or contract or does not follow from the essence of the obligation.
(paragraph introduced by Federal Law dated 03/08/2015 N 42-FZ)
5. If the basis for changing or terminating the contract was a significant violation of the contract by one of the parties, the other party has the right to demand compensation for losses caused by the change or termination of the contract.

President
Russian Federation
B.YELTSIN
Moscow, Kremlin
November 30, 1994
N 51-FZ