Refusal of the contract. How does Art work? 450.1 Civil Code of the Russian Federation

Grounds for termination of contractual relations

Article 420 of the Civil Code of the Russian Federation states that a contract is an agreement concluded by two or more persons to accept mutually beneficial obligations among themselves. According to this definition, there are types of contracts, such as labor, civil, provision of services, property insurance, life insurance and others.

To terminate the contract, you must provide a sufficiently convincing reason.

Each individual case has its own argument for severing contractual relations, so specifying them is not possible. But the process of any contract is terminated upon expiration of the stipulated period, in addition to contracts that do not have a term, in two ways.

Most often, termination occurs if:

• its validity period expires;
• terminated early at the initiative of one of the parties.

The first option is regarded as a natural way to complete the contractual relationship.

According to Art. 425 of the Civil Code of the Russian Federation, the obligations assumed by the parties are interrupted by law. But the parties are not released from liability for violating the terms of the contract.

The second option is attributed to difficult situations developing according to the following options:

• termination of the contract by agreement of the parties;
• unilateral refusal to fulfill the contract.

Legislative

The procedures affecting the procedure for terminating the contract are listed in Art. 450 of the Civil Code of the Russian Federation, according to which a letter is sent to the counterparty about the termination of the contract by the instigator in order to avoid the emergence of bickering and mutual misunderstanding. There is no single form of termination of a contract approved by law, although notice of it has legal force.

According to current legislation, the grounds for termination of the contract are:

• agreement of the parties who took part in it, who assumed obligations towards each other that do not contradict the Civil Code, federal laws and treaties;
• if, at the request of one of the parties, the court made a decision to terminate the contract on the basis of significant violations by the other party, which led to significant losses, or in cases noted in the Civil Code and federal laws;
• unilateral refusal to fulfill the contract in whole or in part, if it is permitted by law or by mutual agreement of the parties;
• the circumstances on which the terms of the contract were based have changed significantly;
• no agreement has been reached to transform the contract so that its terms correspond to the new circumstances.

Commercial

According to Art. 1037 of the Civil Code of the Russian Federation “Termination of a commercial concession agreement”, a commercial agreement ceases to be valid in several cases.

Any of the parties who signed it has the right to express their disagreement at any time.

But at the same time, it is necessary to notify the opposite party of your intention in advance, as is customary, six months before its cancellation. Generally accepted procedures for termination:

• if the contract is concluded without specifying a specific period of time, then the general rule is used, according to which any party at any time, according to its intention, has the right to unilaterally express its reluctance to fulfill it. The refusal acquires legal force provided that the counterparty is notified in advance of the decision made. Termination of the contract is drawn up in writing and entered into the register of the relevant state bodies; the question of the sufficiency of the evidence presented in the form of a written notification to the counterparty of the termination of the contract by the initiating party, which is submitted to the registration authorities, remains unclear.
• But if the notice does not indicate the period of final termination, then according to Art. 1037 of the Civil Code, the counterparty is given a time of 6 months for it to take measures and prevent possible losses that termination of obligations may entail.
• If termination of obligations requires additional settlement of relations, accompanied by the sharing of losses, then a bilateral agreement on termination of the contract must be drawn up. If agreement cannot be reached due to differences of opinion, then regulation is carried out in court. When the court's resolution gains legal force, an entry is made into the registration register.

The contract, in which the validity period is specified or is not mentioned, is terminated ahead of schedule, after which, in accordance with the provisions of Art. 1028 of the Civil Code, registration of its termination is carried out. The party that initiated the termination of the contract makes a proposal, and the counterparty has the right to confirm its agreement with the proposal or not to accept it.

In the first scenario, a mutual written agreement is concluded, in the second, the conflict is resolved by going to court.

In any case, this fact is registered with government agencies; if the contract is terminated by a court decision, registration is carried out after it enters into legal force.

The basis for a break is considered to be a situation where the relationship is severed due to the ownership of the right to a company name and commercial designation without replacing them with new similar rights or the exclusive right ceases to exist. The contract is terminated without reservation upon liquidation of the legal entity or if it is recognized as having no legal force, since the subject of the obligations is lost.

Modification of a company name or commercial designation leaves the user the right to choose whether to terminate the contract or maintain it.

When the exclusive right to a subject of intellectual property protected by a patent is terminated, the contract is not terminated, because it has an indefinite form. The exclusive right acts as an additional right and refers to the right to use a company name.

If a person who has the right or the user of the right is declared insolvent, that is, bankrupt, then the termination of obligations acquires legal force on the basis of a resolution of the court declaring the person bankrupt. This case is specific, therefore a record of the abolition of the contract is made in government agencies.

Notification structure

The procedure for terminating the contract is established by Art. 782 of the Civil Code of the Russian Federation, which provides a description of the grounds for refusal to comply with it. According to a strictly defined procedure, a letter of termination of the contract for the provision of services (sample) is drawn up, which must comply with the rules of office work.

Ill-formatted notification may cause a conflict that could lead to undesirable consequences for both parties.

If the right of refusal is mentioned in the law, then you can use it. An alternative could be a waiver reference written in the contract itself.

For this purpose the following formulations are used:

• termination is canceled by default or at the request of counterparties,
• obligations are liquidated if one of the parties fails to fulfill the conditions.

Introduction

The introductory part of the notice contains:

1. full name of the enterprise;
2. legal address;
3. Bank details;
4. a clause of the agreement establishing the procedure by which the termination procedure will be carried out;
5. in the “Director” field information about the counterparty is placed.

Statement of the problem

The text must cover the description of the contract, mention its number with the full name of the enterprise, contain the date of acceptance, place of signing, full name. participants who signed the agreement. A separate paragraph in it emphasizes the basis for the severance procedure, because it is this that provides the possibility of early termination.

The problem is presented clearly, logically consistent and must have compelling reasons to terminate the contractual relationship.

Subsequently, the sources of the root cause are explained and real facts of non-compliance by the counterparty with the provisions of the contract are presented as evidence. Notes are also made on the procedure for terminating the agreement, and the maximum duration of the agreement is noted, taking into account the date of delivery of the notice.

Related documents

Depending on the type of contract, the notice of termination is accompanied by:

• business paper with written claims for fulfillment of the terms of the contract. It is written in two copies arbitrarily, based on the facts, which is a method of eliminating the conflict without trial. The paper is issued in accordance with the provisions of the Federal Law or based on the terms of the contract. Her manager assures by signing. It notes the period for studying claims, the basis for putting them forward in accordance with the provisions of the current legislation.
• An agreement to terminate the contract, legitimizing the break and eliminating judicial intervention. It mentions the names, officials and documents indicating their activities. Information about the contract is also provided, indicating the number and date of approval, and a detailed description of the reasons for the break. The agreement acquires legal force from the moment of signing, canceling the obligations of the parties to fulfill obligations under a previously accepted agreement, drawn up in two copies, certified by a signature, and sealed.

Approval and dispatch

The letter of termination of the contract is endorsed by the head of the management entity or a person with authority. It must contain information about the position and full name. person who signed.

The letter is certified by the seal of the enterprise and registered in the journal of outgoing information, a specific outgoing number is affixed in accordance with the provisions of the office work adopted here.

Then it is sent by registered mail with a notification, the receipt of which is filed in a journal for safekeeping or is handed over to the secretary of the counterparty personally with a signature by courier. Receipts and notifications automatically become documents with an evidentiary basis.

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Methods of presenting a statement to the other party

A written request to terminate the contractual relationship is provided to the other party in any of the following ways:

• personally by the author of the application or his representative by proxy. In this case, the application is brought to the office or other department dealing with such applications, and a mark is placed on the second copy, which remains with the applicant, upon receipt of the application. The mark consists of the date of receipt, last name, first name, patronymic and position of the person who accepted the application;
• by registered mail with notification of receipt of the letter. By the way, you should not ignore the inventory of investments in this case;
• by email, if this procedure is provided for by the terms of the concluded agreement;
• personal account, online banking or using electronic document management, if provided for in the contract.

Watch the video. Letter of notification of termination of the contract:

Counterparty response

Often, the party that assesses the counterparty’s actions as unacceptable for itself exercises the right to refuse. Termination of a contract is not attributed to judicial procedures, although it easily becomes such when the counterparty publicly communicates its disagreement, so the dispute is resolved by the court.

The Civil Code of the Russian Federation provides judicial protection to every business entity.

Therefore, any agreement between the parties to refuse to go to court is assessed as illegal and rarely works in practice. Each party has the right to file a claim in court, despite the waiver of judicial procedure.

If the counterparty does not object, then the contract is regarded as not concluded or terminated.

One of the parties returns to the counterparty the resources received for the unfulfilled transaction, and losses resulting from the refusal are recovered by law.

If the contract is terminated unilaterally, it is considered terminated from the moment the counterparty receives notification of the severance of relations under the transaction from the initiator. In some cases, the contract ends not from the moment the notification is received, but from the time noted in it.

The consequence of unilateral termination of the contract without litigation in court is the termination of the obligations that the parties assumed under the agreement. In this case, the contract is considered not concluded, and it does not lead to legal consequences, the obligations assumed at the negotiation stage are also terminated, the funds taken are subject to return, the work performed and services provided are paid for.

on termination of the contract (sample) is a document expressing the will of the parties to the transaction to terminate further relations. What you should remember when drawing up a termination agreement (a sample of which can be downloaded on this page) and what the consequences of signing this document are, you will learn from our article.

Termination of the contract by agreement of the parties

The contract between the parties can be terminated by their mutual agreement. True, the legislator provides a small clause: unless otherwise provided by law or contract.

This clause may apply to the entire contract or to a specific provision of the document.

It is the termination of a contract by mutual consent that fully realizes the principle underlying the Civil Code of the Russian Federation - the principle of freedom of contract.

The procedure for terminating a contract by mutual agreement of the parties begins with one of the parties making a proposal to terminate the transaction. If the other party agrees, then they sign the corresponding document. If not, then the interested party has the right to go to court.

It is worth paying attention to the fact that the agreement of the parties to terminate the contract must be distinguished from the agreement to provide compensation. The main difference is the moment of termination of the obligation. In a compensation agreement, all legal relations cease from the moment the compensation is transferred, regardless of the time the agreement was signed. But when terminating the contract, it is the date of signing that is important (unless otherwise specified in the agreement).

Features of drawing up an application

Based on Art. 782 of the Civil Code (Civil Code) of the Russian Federation, participants in an agreement on mutual cooperation have the right to refuse to perform the work specified in the contract under circumstances if:

1. The customer will return the costs to the contractor if the initiative to terminate the agreement comes from him.
2. The contractor will return to the customer the losses incurred during the performance of the work if the initiative for the break comes from the contractor.

Often, the resolution of controversial issues regarding the termination of an agreement for the provision of services is carried out in judicial structures. Therefore, it is necessary to competently draft a request to terminate a contract, taking into account those features when one of the signatories does not want to break it.

For example, if one of the signatories decided to terminate the agreement, then he will need:

• Write a request to terminate cooperation and send it to a representative of the other party.
• Wait for a response to your notification (usually the response must be sent no later than 30 days, unless otherwise provided by the agreement).

Often, parties to an agreement confuse the concept of “termination of the agreement by one of the participants” and “refusal to provide services.”

These concepts are different:

• If the termination of cooperation is refused, the initiator of the break will need to send a petition to the court. To do this, you will need to transfer the state fee and arrive at the court hearing on the date set by the court. If the applicant's claim is satisfied, the parties are required to draw up an agreement to terminate cooperation.
• An exception may be a bilateral termination of the contract, that is, when both parties to the contract agree to terminate cooperation.
• Refusal to carry out work may be unmotivated, however, termination of the contract must certainly be justified.

Note. Cancellation of a contract for the performance of work in the event of its termination is carried out from the moment the court ruling is announced. In case of refusal to carry out work, cooperation is terminated from the moment of notification of this to the other signatory of the contract.

Termination agreement: legal consequences

The legislator imposes minimum requirements on an agreement to terminate a contract: the form of the document must correspond to the form of the contract, unless otherwise provided by law or business customs. This means that if the parties entered into an agreement in writing, then the agreement must be signed in the same way.

As a rule, the agreement is an integral part of the contract that is being terminated and, accordingly, its more correct name in this case would be an additional agreement on termination of the contract.

From the moment the agreement to terminate the transaction is signed, all obligations regarding the subject of the agreement are considered fulfilled, unless the text of the document itself provides for a different date for termination of legal relations between the parties.

However, we draw your attention to the fact that after termination the following conditions remain in effect:

• by their nature they imply an action after the termination of the transaction relationship (for example, a warranty obligation);
• regulate the relationship between the parties after the transaction is terminated (for example, the return of the subject of the lease agreement).

In addition, if one party has fulfilled its obligations (for example, delivered a consignment of goods), then, despite the fact that an agreement to terminate the contract has been signed, the counterparty is not relieved of the obligation to pay for the consignment.

Requirements for a termination agreement (sample)

An agreement to terminate a contract (a sample of which will be of interest to those who intend to terminate the contract) is a document that expresses the intentions of the parties to a transaction to terminate all relationships regarding a specific contract.

Of course, these recommendations are general in nature. Depending on the complexity of the contractual relationship, the text of the agreement may be supplemented with additional conditions. The more specifically you write everything down, the easier it will be to prove that you are right if an unscrupulous counterparty wants to go to court and recover any damage from you.

Additional documents may be attached to the agreement. For example, if a lease agreement is terminated, the tenant must transfer the property to the second party. For this purpose, a transfer and acceptance act can be drawn up, which will be an integral part of the agreement.

Thus, the agreement to terminate the contract is drawn up in writing, and it indicates all the circumstances that the parties consider appropriate to include in the document. Since the legislator does not establish mandatory conditions for the content of the agreement, the parties are limited only by their intentions.

Force majeure circumstances or negligent attitude towards the work of a partner may lead to the fact that one of the parties to the concluded agreement wants to terminate it in advance. This right is given to every citizen, regardless of his legal status, according to the Civil Code of the Russian Federation. However, first it’s worth drawing up.

Time limit for consideration of the application on its merits

The application must be considered by the second party within ten days from the moment it is received by the second party. Although the deadline for considering a request to terminate the contract can be specified in the contract upon its conclusion.

Please note! In case of violation of the deadlines for consideration of the application, its originator may apply to the court to terminate the contractual relationship.

How to file a claim for non-compliance with the terms of the contract?

What to do when imposing paid ]read here[/anchor].

How to receive a penalty for failure to fulfill obligations under a contract, read the link:

How to terminate a contract for the provision of services unilaterally?

The Civil Code in Chapter 29 prescribes the possibilities for making changes or withdrawing from an agreement. Each party has the right to terminate the contract for the provision of services. Both the contractor and the customer can initiate termination at any stage of the service.

If circumstances arise that lead to termination of services, the initiating party must first try to negotiate such termination by mutual consent with the other party. To do this, you must first notify the party orally about your plans, and then write a sample application for termination of the service agreement.

The court of last resort in these circumstances. It is he who is able to make a decision for the dissenting parties, having studied all the materials of the case.

Grounds for termination of a service agreement

Termination of the agreement between the parties is possible if its terms are violated. Violations must be significant; that is when they are recognized as valid. Such violations include:

• Failure to meet deadlines for the delivery of ordered work;
• The quality of the work done was considered low;
• There has been an unauthorized substitution of personnel performing the prescribed work, and this personnel is too poorly qualified;
• Payment is not made on time and/or with a significant deviation from the agreed amounts;
• Force majeure circumstances that prevent further cooperation from continuing.

To be able to present these requirements, the sample contract must specify the requirements indicating the terms and amounts. Otherwise, it is not possible to prove a violation of the clauses.

Termination of a contract for the provision of services unilaterally by the Civil Code of the Russian Federation

The Civil Code of the Russian Federation devotes an entire chapter, number 29, to regulating contractual relations in the event of termination of previously concluded agreements.

Article 450 states that the agreement can be terminated by a court decision to satisfy the claim for reasons of serious violation of the terms of the agreement. Serious reasons are those that entail damage either to the performer or to the customer. Article 450.1 states that one of the parties may initiate the procedure for terminating the contract, while enlisting the support of the other party.

Article 451 of the Civil Code allows you to terminate a sample agreement on the basis of circumstances that have arisen that were not foreseen at the conclusion of the transaction and could not be foreseen. The occurrence of these circumstances nullifies the entire written agreement, at least for either the performer or the customer.

Application for termination of a service agreement - sample

The occurrence of one of the previously listed circumstances allows you to submit a claim to the contractor or customer. This sample claim must be drawn up on paper and look like a legal document. To do this, the sample must reflect the following information:

• Legal details of both parties to the agreement. In this case, you should indicate not only the company name, address and telephone number, but also bank details;
• Name of the legal sample document;
• A brief description of the contractual essence, with special emphasis on those points that were subsequently violated;
• Description of the claims on the merits. Here you can indicate the obligation to provide the agreed work within a short time frame, which is better to indicate, or a refund.

The completed sample claim for failure to provide the agreed work is certified in the established legal way.

How to write an application correctly

The law does not provide for a clear form of application for termination of the contract, so it is written in any form, but taking into account the general rules for drawing up such documents.

Organizations usually develop termination forms, but this does not mean that this form must be used. This only shows that they are comfortable accepting statements in this form.

Termination of the contract by agreement of the parties under 44-FZ.

Typically, in different organizations, the forms for applications for termination of a contract are most often similar to each other.

application for termination of a service agreement in word format

Please note that the application must contain the following elements:

• information about the parties to the concluded agreement (customer and contractor) - name of the legal entity, surname, first name, patronymic of responsible persons, addresses and contacts,
• request for termination of contractual relations indicating the date of their termination,
• reasons for termination of the agreement, indicating the number and date of signing the agreement, as well as the subject of the agreement,
• date of compilation and signature of the compiler.

ATTENTION! Look at the completed sample application for termination of the service agreement:

Attention! Our qualified lawyers will assist you free of charge and around the clock on any issues. Find out more here.

Notice of unilateral termination of the contract for the provision of services

If the requirements set out in the claim are not met, the applicant is obliged to send a sample notice of termination of the agreement. This measure is pre-trial and mandatory.

The notification makes it possible to convey to the defendant information about the seriousness of the applicant’s intentions and his readiness to defend his interests in court. The sample notice must be sent in advance. The law does not specify any mandatory deadlines for filing it. In the text of the sample, it is necessary to indicate the date of termination of the relationship.

Agreements for the provision of services (legal, medical, accounting, tourism) are very common in our country today. And what cannot but rejoice is that citizens are increasingly formalizing their relations with the contractor in writing, which means that the norms of the civil code can be fully applied to such contracts, not only in theory, but also in practice.

Services are not always provided in full and of adequate quality. It happens that entrepreneurs strive to earn extra money from a client, and therefore impose on him additional or related services, the need for which is questionable.

Therefore, all citizens applying for certain services should be aware of the possibilities to unilaterally refuse the contract if unnecessary services are imposed on them or the contractor provides the service with poor quality.

Let's be honest, civil legislation very sparingly regulates all issues of providing services to the population. Because of this, many issues have to be resolved by the courts, creating case law based on judicial practice. And the issues of termination of a contract for the provision of certain services are not regulated at all. That is, following the logic of the legislator, it is impossible for both the customer and the contractor to terminate the contract for the provision of paid services in court.

You can’t terminate, but you can refuse

Whether a unilateral refusal of a contract can be considered its termination is an open question. Civil law theorists take positions that no. However, does it matter to an ordinary citizen whether two words have similar or different meanings? The main thing is that the law allows you to get rid of a dishonest and stupid service provider.

Issues of unilateral refusal are regulated by Article 779 of the Civil Code of our country. In particular, the norms of this article establish the right for the customer before the start of performance, as well as at any time during the actual provision of the service, to refuse it. In this case, there is no need to contact judicial or other authorities. It is enough just to competently notify the service provider of your intention. Typically, the form of notification is indicated in the contract itself, but if there is no such clause in the agreement, then the contractor must be notified in writing and preferably in advance, so that there are no questions about the timeliness of refusal of the service.

If the service provider is not properly notified of the refusal to perform the service, then an unpleasant situation may arise when the service was not provided due to the fault of the customer. And in this case, the contractor has the right to demand payment for a service not provided through the fault of the customer.

In case of refusal of the service, the customer will have to pay all actual expenses incurred by the contractor. This point is not always clear, and therefore it is worth dwelling on it in more detail. Many services are provided one-time, while others are provided systematically. If we are talking about systematic services, then if they refuse them, the customer will have to pay for all services provided until the contract is canceled in full. As for one-time services, if the contractor has already started performing the service, but has not completed the process, then the parties will have to discuss the issue of partial payment for the service. If the service is actually provided, then most likely the contractor will have to pay for it in full. In any case, judicial practice follows this path. If the customer’s refusal is due to poor quality of service, then this situation is often treated by analogy with the norms of a contract, when the customer is given the following options:

1. Demand a reduction in price for poorly rendered services.
2. Demand compensation if service defects were corrected by others.
3. Demand termination of the contract in court and recovery of losses incurred as a result of poor performance of the service.

However, we note that this issue is not directly regulated by the Civil Code. And Article 783 only indicates the possibility of applying the norms of a work contract to a contract for the provision of services, if this does not contradict the principles or nature of the service provided. Therefore, in life such an analogy is not always applicable and, moreover, appropriate. Especially when it comes, for example, to vital medical services.

Refusal from the contract of the performer and its features

The contractor also has the right to withdraw from the contract for the provision of services. The legislator devoted only two lines to regulation of this issue in Article 779 of the Civil Code of Russia. Therefore, many problems that arise in practice actually fall out of sight of the legislator. There is a ruling on this issue by the Constitutional Court of Russia, which actually fills in the legal gaps in civil legislation.

The main condition for the refusal of the contract by the contractor is the need to fully compensate the customer for all losses caused by the refusal. This condition may seem ridiculous at first glance. However, given that almost all service providers today are either legal entities or entrepreneurs, there should not be any limitation on their liability for losses caused to the client.

And, nevertheless, what to do if we are talking about refusal to perform medical services if the client needs urgent medical care? After all, it may happen that there will be no one to pay compensation. It is precisely these issues that the corresponding determination of the Constitutional Court of Russia is devoted to.

The main conclusion of the definition is that the provider of a medical service, if there is a real opportunity to provide such a service, does not have the right to refuse the patient not only to conclude an agreement, but also does not have the right to refuse to execute the agreement on the basis of such a right granted to him by the norms of the Civil Code of the Russian Federation. Therefore, patients can be absolutely sure that the contractor’s right to refuse to perform the service does not apply to doctors.

How to write a statement (notification)

Here are brief instructions on how to write an application for termination of an agreement:

• determine the legal position: customer or performer, whether you are a consumer or not;
• prepare the letterhead of the organization or individual entrepreneur, if required;
• indicate the details of the counterparty and your details;
• indicate the situation: when and what type of agreement was concluded;
• indicate your will to terminate the transaction, for example, in the following form: “I ask you to terminate the contract due to the unnecessary provision of services”; outline the possible consequences for the parties;
• put the date and signature.

Sample

There is no unified form; the presented sample contains all the necessary details.

There are no special rules and requirements for how to write a contract for the refusal of additional services by hand; a handwritten application contains the same details and information as a printed one.