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

A significant change in the circumstances, from the essence of which the parties of the transaction proceeded upon its conclusion, serves as a basis for changing or terminating legal relations. The legislation 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 if the parties fail to reach a compromise in the matter of bringing the agreement into line with the existing conditions or termination of legal relations. In the presence of the grounds established in paragraph 4 of the rule in question, the adjustment of the conditions is 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 reasons that the interested party could not overcome after they appeared. At the same time, the participant showed due diligence and diligence in accordance with the turnover rules and the nature of the transaction.
4. The implementation of the terms of the agreement in its original form would entail such a violation of the ratio of property position and would cause such damage that the interested party would lose much of what it could count on entering into relations.

Additionally

Upon the termination of the agreement due to the change in conditions at the request of any participant, the consequences of this procedure are determined. In this case, the court is guided by the need for a fair distribution of costs incurred by the parties as a result of the performance of the contract. Adjustment of conditions is allowed in exceptional cases. In particular, the modification of the agreement is allowed 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 considerably exceed the costs 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 events 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 provided that an independent reason for the implementation of one of these measures is the occurrence of events that make the implementation of obligations impossible. This basis allows participants to independently regulate legal relations by mutual consent.

Protection of rights

The interested subject can apply to the court if the fulfillment of the obligations that arose at the time of signing the contract, in connection with the events and events that do not depend on the will of the participants becomes extremely burdensome. In the norm, 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 the ones existing at the time of the dispute.

Specificity of the criteria

The list of conditions established in 451 Art. 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 which the transaction was made may 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 existence 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 is worth noting that the exceptional nature of the release 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 reason 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 justice.

It should also be said that the change in 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 a bilateral transaction the fulfillment of obligations became impossible in connection with the event for which None of the parties responds, in the absence of other rules, not one of the entities 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 a transaction may terminate legal relations or adjust its terms, guided by art. 451 Civil Code of the Russian Federation. Judicial practice points, however, to the rather rare support of stakeholders. In some 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, according to one of the FAS decisions, the legality of the refusal to satisfy the appellate instance of the claim for adjusting the investment loan agreement was confirmed as a result 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 District to the administration of Nizhny Novgorod did not satisfy the requirement to terminate the lease, the subject of which was the tunnel passage, in which the 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 materials of the case, the decisions of the commissions were taken to ensure the evacuation of people in the event of an emergency.

During the consideration of the case, the cassation instance 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 property interests of the participants to such an extent that it would cause the same damage as if the defendant had violated its 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 procedure for the resolution of disputes does not differ from the rules provided for other situations. As in other cases, the interested person draws up a statement of 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 this is not possible, the legislation and jurisprudence 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. In this case, one should not forget about the observance of the remaining conditions established by the article examined.