Framework agreement of mixed type
Posted: Sat Jan 18, 2025 5:51 am
In accordance with paragraph 3 of Article 421 of the Civil Code of the Russian Federation, if a framework agreement includes elements that are typical of agreements of other categories, then such a contract can be considered mixed.
Sometimes such agreements need to be registered with government agencies. Due to the fact that the counterparties in the concluded agreement can set out the terms of different civil law contracts, the implementation of the rights and obligations of these agreements will be interconnected. Consequently, a single community of obligations will be formed (comments on court decisions on claims related to Federal Law No. 122 of July 21, 1997 "On state registration of rights to real estate and transactions with it").
For example, a framework agreement that establishes the obligation of a financial institution to provide standard services does not exclude the parties from concluding separate mortgage lending agreements. In this case, state registration is required not only for the mortgage contract, but also for the entire framework agreement.
Case: VT-metall
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Specification of the terms of the framework agreement
The specificity of this type of agreement job seekers data package is that the parties intentionally leave gaps that can be filled in with continued cooperation. Currently, the most common framework contracts are contracts for work, supply, transportation, opening a credit line, and provision of intermediary services.
In accordance with paragraph 1 of Article 429.1 of the Civil Code, new terms of the transaction can be introduced using the following methods:
Clarification by concluding an additional agreement
A new agreement, annex, contract, etc. is accepted to the framework agreement. Design options:
a separate approved and signed document;
several papers, copies of which are available to both parties (for example, a letter of guarantee);
implicative acceptance of a received offer. For example, delivery of cargo based on an official application (request);
mutual implicative action. For example, currency exchange via a machine.
This is a form of trust relationship, in which the terms are not specified in the contract. However, within the model, each party has the right to make an order, and the other can fulfill it, but has no direct obligation.
Terms of the framework agreement
Source: shutterstock.com
This situation is quite curious. One of the features of a framework agreement is the lack of agreement on the subject of the transaction, which in standard classical contracts forms the basis of the agreements. Hence the natural question: can a preliminary agreement be considered a full-fledged contract?
At the time when the Civil Code of Russia had not yet been supplemented by Article 429.1, judicial practice considered that the moment of entry into force of a framework agreement occurs only after the agreement and legal recording of all essential terms of the contract.
For example, if an agreement is concluded to perform work, then such conditions are considered to be the volume, start and end dates, cost of performance and payment procedure. Is there not a conflict in the fact that in a framework agreement the circumstances of the performance of technological operations and the use of machinery or equipment are regulated by additional agreements, and the deadlines are set in the work schedule?
From the ruling of the 13th AAS dated March 15, 2010 in case No. A56-62888/2009: “Meanwhile, since the case materials do not contain evidence of the existence of the additional agreements and the Work Schedule specified in paragraphs 1.2 and 1.3 of the contract, the framework agreement in terms of contract obligations was not concluded.”
But that was a decade and a half ago. Have there been any changes in the regulatory framework? Unfortunately, even after the revision of the Civil Code of the Russian Federation, the situation in the sphere of concluding framework agreements has remained virtually unchanged.
Let us give examples of court decisions. The Arbitration Court of the Far Eastern District confirmed the interpretation of the lower court that the supply contract is of a framework nature, referring to Article 429.1 of the Civil Code:
"...additional agreements, appendices to the contract, by
Sometimes such agreements need to be registered with government agencies. Due to the fact that the counterparties in the concluded agreement can set out the terms of different civil law contracts, the implementation of the rights and obligations of these agreements will be interconnected. Consequently, a single community of obligations will be formed (comments on court decisions on claims related to Federal Law No. 122 of July 21, 1997 "On state registration of rights to real estate and transactions with it").
For example, a framework agreement that establishes the obligation of a financial institution to provide standard services does not exclude the parties from concluding separate mortgage lending agreements. In this case, state registration is required not only for the mortgage contract, but also for the entire framework agreement.
Case: VT-metall
Find out how we reduced the cost of attracting an application by 13 times for a metalworking company in Moscow
Find out how
Specification of the terms of the framework agreement
The specificity of this type of agreement job seekers data package is that the parties intentionally leave gaps that can be filled in with continued cooperation. Currently, the most common framework contracts are contracts for work, supply, transportation, opening a credit line, and provision of intermediary services.
In accordance with paragraph 1 of Article 429.1 of the Civil Code, new terms of the transaction can be introduced using the following methods:
Clarification by concluding an additional agreement
A new agreement, annex, contract, etc. is accepted to the framework agreement. Design options:
a separate approved and signed document;
several papers, copies of which are available to both parties (for example, a letter of guarantee);
implicative acceptance of a received offer. For example, delivery of cargo based on an official application (request);
mutual implicative action. For example, currency exchange via a machine.
This is a form of trust relationship, in which the terms are not specified in the contract. However, within the model, each party has the right to make an order, and the other can fulfill it, but has no direct obligation.
Terms of the framework agreement
Source: shutterstock.com
This situation is quite curious. One of the features of a framework agreement is the lack of agreement on the subject of the transaction, which in standard classical contracts forms the basis of the agreements. Hence the natural question: can a preliminary agreement be considered a full-fledged contract?
At the time when the Civil Code of Russia had not yet been supplemented by Article 429.1, judicial practice considered that the moment of entry into force of a framework agreement occurs only after the agreement and legal recording of all essential terms of the contract.
For example, if an agreement is concluded to perform work, then such conditions are considered to be the volume, start and end dates, cost of performance and payment procedure. Is there not a conflict in the fact that in a framework agreement the circumstances of the performance of technological operations and the use of machinery or equipment are regulated by additional agreements, and the deadlines are set in the work schedule?
From the ruling of the 13th AAS dated March 15, 2010 in case No. A56-62888/2009: “Meanwhile, since the case materials do not contain evidence of the existence of the additional agreements and the Work Schedule specified in paragraphs 1.2 and 1.3 of the contract, the framework agreement in terms of contract obligations was not concluded.”
But that was a decade and a half ago. Have there been any changes in the regulatory framework? Unfortunately, even after the revision of the Civil Code of the Russian Federation, the situation in the sphere of concluding framework agreements has remained virtually unchanged.
Let us give examples of court decisions. The Arbitration Court of the Far Eastern District confirmed the interpretation of the lower court that the supply contract is of a framework nature, referring to Article 429.1 of the Civil Code:
"...additional agreements, appendices to the contract, by