Change and termination of the contract in connection with a significant change in circumstances (451 of the Civil Code of the Russian Federation)

A significant change in circumstances, from the essencewhich the parties of the transaction proceeded upon its conclusion, acts as the basis for changing or terminating legal relations. The law determines that the change in factors will be considered significant when events occurred in which if participants could foresee them, the agreement would not have been signed by them at all or would have arisen on other terms. These provisions are established in part 1 of Art. 451 Civil Code of the Russian Federation. Let us consider the norm in more detail.

Art. 451 Civil Code of the Russian Federation

Termination of contracts is allowed whennon-achievement by the parties of a compromise in the issue of bringing the agreement in line with the existing conditions or the termination of legal relations. If there are grounds established in the fourth paragraph of the rule under review, the adjustment of the conditions shall be carried out by the court. At the same time, certain requirements must be met simultaneously.

Conditions

451 tbsp. The Civil Code of the Russian Federation calls the following requirements:

1. It does not follow from the essence of the agreement or the customs of turnover that the risk of changing the terms of the transaction is borne by the interested entity.
2. At the time of the transaction, participants proceeded from the impossibility of occurrence of events that could affect the nature of legal relations.
3. The change in conditions is due to the reasons thatthe interested party could not be overcome after their appearance. At the same time, the participant showed due diligence and care in accordance with the turnover rules and the nature of the transaction.
4. Implementation of the agreement in the originalwould entail such a violation of the ratio of property status and would cause such damage that the interested party would lose much of what it could count on entering into relations.

Additionally

Upon termination of the agreement in connection with the changeconditions upon the demand of any participant determine the consequences of this procedure. 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 performance of the contract. The adjustment of conditions is allowed in exceptional cases. In particular, the modification of the agreement is permitted if its termination is contrary to public interests. It is also allowed if the withdrawal from the legal relationship entails losses for the participants, which are significantly higher than the expenses incurred by the parties in the implementation of the new conditions.

Art. 451 Civil Code of the Russian Federation with comments

What are the features of the implementation of the provisions of the norm? It is reasonable to analyze the norm taking into account the provisions of Art. 450 Civil Code of the Russian Federation. It provides general grounds for adjusting the terms of the agreement or terminating its validity. In particular, Art. 450 Civil Code of the Russian Federation fixes the rule, according to which these activities are carried out by agreement of the parties. At the same time, a reservation is given in the norm that another procedure may be established by law or proceed from the terms of the transaction. In part two of Art. 451. The Civil Code of the Russian Federation determines the possibility of establishing additional grounds for terminating legal relations or adjusting the terms of the agreement. Normally, it is stipulated that the occurrence of events that make the fulfillment of obligations impossible is an independent reason for the implementation of one of these measures. This basis allows the participants to independently resolve their legal relationships by mutual agreement.

Protection of rights

The interested entity can apply tojudicial instance, if the fulfillment of the obligations that arose at the time of signing the contract, in connection with the events that have occurred and which do not depend on the will of the participants, becomes extremely burdensome. Normally, the condition is especially emphasized. In particular, when signing the agreement, the anticipation of the occurrence of events completely excluded the probability and need of the subjects for the transaction, or the participants formalized their relations for other conditions different from those at the time of the dispute.

Specificity of the criteria

The list of conditions established in Art. 451 The Civil Code of the Russian Federation is considered closed. If they are observed at the same time, events are considered to be 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. Cited in 451 Art. The Civil Code of the Russian Federation indicates that the priority is to protect the stability of the fulfillment of the obligations assumed.

Features of Evidence

A significant change in the situation in whicha transaction is made, can act as a basis for its termination or adjustment of the terms of the agreement. To implement the requirements, it is necessary to observe 4 conditions simultaneously. Taking into account the provisions of paragraphs 2 and 4 of the rule in question, their availability predetermines the priority of termination of the contract in resolving the disputable situation. The agreement can be retained only in exceptional cases. At the same time, corresponding changes must be made in its conditions. Exclusivity should be justified by any of the facts given in art. 451. The burden of proof rests with the plaintiff.

Historical reference

It should be noted that the exclusivity of the characterliberation 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 cause for this was an external circumstance that arose out of the will of the subject and made the implementation of agreements legally or physically impossible. At the same time, the author draws attention to the fact that the release of participants from obligations must be carried out on the principle of fairness.

It is also worth mentioning that changing circumstances,arising regardless of the will of the participants, was used as a basis for termination or adjustment of legal relations and under the legislation of 1922. In particular, it was provided that if in the bilateral transaction the fulfillment of obligations became impossible in connection with an event for which none of the parties is responsible, in the absence other rules, none of the subjects can demand from other satisfaction by agreement. In case of emergence of circumstances, participants could count only on the return of all previously performed. In the legislation of 1964, a rule similar to the one given was not provided. The exception was the order of exemption from the implementation of obligations in individual cases, including in the event of a circumstance that does not depend on the will of the subjects.

Features of consideration of cases

Participants in the transaction may terminate the legal relationshipor adjust its conditions, guided by Art. 451 Civil Code of the Russian Federation. Judicial practice points, however, to the rather rare support of stakeholders. In a number of 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, one of the FAS decisions confirmed the legality of the refusal to satisfy the appellate instance of the claim for adjusting the investment loan agreement due to the emergence of conditions that make it impossible to fulfill the obligations. The act stated that an increase in the foreign exchange rate can not in itself be regarded as a factor capable of entailing consequences for the applicant, allowing the application of Art. 451 Civil Code of the Russian Federation. At the same time, the resolution noted that the conclusion of a loan agreement in foreign currency implies an appropriate risk.

Another example

One of the decisions of the FAS of the Volga-Vyatka Districtto the administration of Nizhny Novgorod was not satisfied with the requirement to terminate the lease, the subject of which was the tunnel passage in which the retail outlets were established. The plaintiff pointed out that as a result of the adoption of decisions by the antiterrorist committees, events occurred that made it impossible to implement the terms of the agreement. In particular, in accordance with the acts, the 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 an emergency.

In the course of consideration of the case, the cassationthe agency indicated that when signing the lease agreement, 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, accordingly, had the opportunity to assume the onset of the consequences. The plaintiff also failed to prove that the implementation of the initial terms of the agreement would violate the balance of the participants' property interests to such an extent that it would cause the same damage as if the defendant had violated his obligations. Accordingly, the court of cassation recognized the validity of previous judgments in the absence of all the conditions established by Art. 451.

Conclusion

Practice under Art. 451 is not as extensive as other standards of the Civil Code. However, instances are still considered cases in this instance. The order of dispute settlement does not differ from the rules provided for other situations. As in other cases, the interested person draws up a claim in accordance with the requirements of the law, attach documents (including a receipt indicating that the state duty was paid by the plaintiff).

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 assistance of a qualified lawyer. If there is no such possibility, the legislation and judicial practice should be carefully studied. Particular attention should be paid to the evidence base. Often, subjects entering into legal relations, do not presume any events that could affect their character. Meanwhile, the 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 under the previous conditions. At the same time, one should not forget about observance of the remaining conditions established by the article examined.