Ways to ensure fulfillment of contractual obligations

What is a one-way transaction?

A unilateral transaction is an agreement in which only one party participates. That is, to complete this transaction, the will of one party is required.

Such agreements are regulated by paragraph 2 of Article 154, as well as Article 155 of the Civil Code of the Russian Federation. An example of a transaction is a will. Although there are other persons (participants) in this document, its conclusion requires the will of one testator. He must not give notice to potential heirs.

In civil transactions, unilateral transactions are less common than bilateral and multilateral transactions. What types of unilateral transactions are there, are there any nuances when concluding them and can they be declared invalid? View answer

A unilateral transaction will have legal consequences only when it is executed in accordance with all laws. The document must not violate legal norms.

A unilateral transaction does not always imply that one person expresses his will.

The will of one party, which can be represented by several persons, is assumed. However, multiple parties to a transaction are not always allowed. It all depends on the regulations of the specific agreement. For example, a will can only be made by one person.

A unilateral transaction involves the emergence of obligations only on the party that entered into the agreement. However, the exception again is a will. In this case, persons receiving an inheritance may be required to transfer part of the property to third parties. For example, an heir inherited a car. He will receive it only if he transfers a fixed amount to an elderly relative. The basis for the transfer of obligations in a unilateral transaction is paragraph 1 of Article 1137 of the Civil Code of the Russian Federation.

ATTENTION! Unilateral transaction and unilaterally binding transaction are different terms. In the second case, obligations arise not from the person who entered into the agreement, but from third parties. The main and main difference between unilateral transactions and multilateral ones is that in the first case only one party takes part.

IMPORTANT! The general provisions of law regarding obligations and contracts apply to unilateral transactions.

Features of legislative regulation

The peculiarity of civil legal relations is that they are subject to regulatory norms, sometimes not related to the same institutions. For example, drawing up a will relates to inheritance law; causing harm is regulated by a different group of rules.

The issuance of a bill of exchange is affected by the regulations governing the securities market. This includes the International Unified Law on Bills of Exchange, the Federal Law “On Regulation of the Securities Market” and other regulations. The Civil Code contains only a few articles devoted to securities.

However, in general, obligations arising from unilateral actions are an integral part of civil law.

The unilateral obligations discussed below are taken from the Civil Code.

Examples of one-sided transactions

You can understand what unilateral transactions are based on specific examples. The following cases have the characteristics of a unilateral transaction:

• Granting a power of attorney (Article 185 of the Civil Code of the Russian Federation).
• Issuing a check.
• Pass.
• Application of a person to leave the LLC.
• Refusal of property and rights transferred by inheritance (Article 157 of the Civil Code of the Russian Federation).
• Acceptance of inheritance (Article 1152 of the Civil Code of the Russian Federation).
• Directing the execution of payment to an absent creditor.
• Public statement on the appointment of a reward for the found property (Article 1055 of the Civil Code of the Russian Federation).
• Public statement about holding a competition (Article 1057 of the Civil Code of the Russian Federation).

As can be seen from the notes to the list, certain unilateral transactions are regulated not only by Article 155 of the Civil Code of the Russian Federation, but also by other regulations.

Are there any specific features for specifying unilateral transactions made by a commission agent?

In the field of inheritance

Inheritance law offers many examples of unilateral actions that serve as sources of obligations.

A will is a person’s statement of will about the fate of his property in the event of death. Compliance with the form (notarization) and fulfillment of other conditions of the law makes it a full-fledged basis for the emergence of the rights and obligations of other people in the future. Under one condition - acceptance of the inheritance. Acceptance of inheritance is the same for the right of inheritance both by law and by will.

These actions are expressed in two forms:

• submitting an application to a notary;
• performing actions confirming the acceptance of property.

Testamentary disclaimer is the right to use real estate owned by the heir under the conditions established by the will.

Thus, the rules of the Civil Code on inheritance contain examples of unilateral actions that give rise to obligations if certain conditions are met.

Differences between unilateral and multilateral transactions

Let's look at all the differences between regular contracts and unilateral agreements.

A unilateral transaction is a simpler type of agreement, since there is no complex variety of relationships characteristic of ordinary contracts.

What transactions require notarization (certification) ?

Holding a competition

A competition is an announcement of the payment of money or other reward to a person who has successfully completed a job or achieved another significant result. It must be of a socially useful nature.

The competition can be closed or open, in the first case the invitation is sent to specific individuals, in the second - an announcement is made in the press, and it sets out the conditions for participation in the competition.

Are the terms and conditions of the public competition changing? Obligations resulting from unilateral actions are not violated if changes to the conditions of the competition are made during the first half of the period allotted for sending applications. This notification is made in the same form as the invitation to participate in the competition.

If a participant learns about the changes late through no fault of his own, the initiator or organizer of the competition is obliged to pay compensation.

The court has the right to exempt the organizer from paying compensation if he proves that the work was not performed in connection with the competition or the application obviously did not comply with the conditions of the competition.

What information should be provided to potential participants?

• essence of the task;
• deadlines for its implementation;
• procedure for sending to the organizer;
• evaluation criterion;
• procedure and timing of publication of results.

The results of the work are returned to the authors of the applications, unless otherwise specified in the conditions of the competition.

Types of unilateral transactions

The classification of unilateral transactions is carried out on the basis of certain characteristics. Let's consider this classification. Based on the number of participants, agreements are divided into these forms:

• A unilateral transaction concluded by one person (a clear example is a will, which cannot be concluded collectively).
• A unilateral transaction in which many persons participate (this is the provision of a power of attorney from several people, a public statement of remuneration).

Transactions are divided into types depending on the nature of the legal consequences:

• Law-altering. When they are concluded, the relationship between the parties is adjusted. An example of such a transaction is the fulfillment of an obligation or the imposition of a penalty on items pledged.
• Right-beginning. As a result of the conclusion of an agreement, a right or obligation is formed. An example is a public announcement about a competition.
• Legally terminating. A party is presumed to be waiving a right previously granted. For example, the heir does not want to receive an inheritance and draws up a document with the corresponding expression of will.

The legal consequences of unilateral transactions may depend on supporting conditions. Transactions are also classified according to this criterion:

• The legal consequence arises regardless of various third-party circumstances. For example, this is the provision of a power of attorney, which a person can use immediately.
• The legal consequence arises depending on the fulfillment of a number of conditions and circumstances. For example, a will comes into effect only after the testator has died. The heirs cannot take over the rights immediately. The testator may also introduce additional conditions. For example, the heir will not be able to receive property if he does not care for the testator’s pets.

The characteristics of a unilateral transaction are determined depending on who the recipient of the message is:

• The addressee of a unilateral transaction already has a relationship with the person entering into the agreement. An example would be a will. The testator knows to whom exactly he gives the rights to the property.
• The addressee is a third party. This is assumed to be an interested party. An example of such a unilateral transaction could be a public announcement of a competition. Essentially, the applicant does not know who the addressee is.

Transactions are divided into types depending on the specifics of the entry into force of its provisions:

• For a unilateral transaction to come into force, the reaction of other participants is not required. That is, the will of one party is sufficient. For example, this is a refusal of inheritance. According to the law, the heir has every right to refuse the property transferred under the will. He does not need to obtain any permission to do this.
• The implementation of transaction points depends on the perception of the addressee. For example, this is a will. It will be realized only if the heirs wish to accept the property.

Unilateral transactions differ in legal consequences and implementation features. It is believed that the execution of a unilateral transaction depends only on the will of one person. However, this is not quite true. Expression of will is necessary in order to enter into a legal agreement. Its execution may depend on other participants. A prime example of this is a will. A person may express a desire to transfer his property to any persons (even legal entities), but acceptance of property is a matter of the will of the addressee.

Promise of reward

According to the Civil Code, an obligation arises in connection with a promise to pay a reward in cash or other form for actions performed. An important nuance is that it must be possible to establish the identity of the person who made the promise. An example is the promise of a reward for a find, valuable item or animal.

If there is no certainty about the authorship of the application, the person wishing to receive the award has the right to obtain preliminary written confirmation. Its absence in the absence of reliable evidence deprives the right to claim a reward.

If the action is performed before the announcement of the reward has been made, the obligation to pay the reward continues to apply.

If the conditions for receiving a reward are fulfilled by several persons at the same time or it cannot be determined which of them did it first, the reward is distributed equally. The conditions may provide for another method of distribution of the reward.

Refusal of a promise is permitted at any time, unless otherwise stated in the advertisement. If, before the refusal, the persons who responded managed to incur expenses, the initiator of the advertisement is obliged to reimburse them. This emphasizes the peculiarity of civil legal relations - the desire to maintain a balance of interests.

How to refuse a one-sided transaction

Let's look at an example. One type of unilateral transaction is the voluntary transfer of real estate to the addressee. The recipient has the right to refuse to accept housing. The refusal can be issued only after the date of registration of the deed of gift and the transfer of documents for registration of the transaction to the registering authority. If the documentation has already been sent to Rosreestr, registration can only be canceled through the court.

To refuse, the donee must send an application to Rosreestr to complete the accounting work. The second step is to draw up a claim for termination of the agreement and send it to court. The donee can refuse the property even after he has already taken ownership. This can be done within a year after taking ownership in standard cases. If there are special circumstances, this period is extended to 3 years.

Participation in games and betting

If we talk about games and bets, obligations from unilateral actions have one feature. Money spent on games cannot be returned and it is prohibited to go to court.

An exception is taking part in games or betting under the condition of misconception, deception, threat or use of violence.

In transactions for the payment of money in connection with changes in prices for services, goods or securities, it is allowed to file a claim if one of the participants in the transaction is a legal entity licensed for exchange trading. The corresponding transaction must be executed in accordance with exchange rules.

Betting or lotteries are permitted to be carried out by persons licensed to conduct such activities.

The fact of making a bet or participating in a lottery is confirmed by a ticket, receipt or other similar document.

Payment of winnings is made no later than 10 days after the announcement of the winners or within another period stipulated by the rules of participation in the games.

Conditions for recognizing a unilateral transaction as valid

The transaction will be considered valid only if these conditions are met:

• All provisions of the agreement comply with the law.
• A unilateral transaction was concluded by a legally capable person.
• The document sets out a single will. The points of the agreement should not contradict each other.
• The agreement was concluded by voluntary expression of will. If pressure was exerted on the person, the unilateral transaction is considered void.
• If the form of the document is specified at the legislative level, it must be observed.

If these points are not observed, the unilateral transaction is considered invalid even if there is no addressee. Registration authorities simply will not register the agreement.

IMPORTANT! One of the essential conditions for concluding a unilateral transaction is the possibility of its implementation. If it is known that the provisions of the agreement cannot be fulfilled, it is recognized as not concluded.

Main directions for improving the rules on participants in obligatory legal relations

Regular development of social relations requires adequate legal regulation.

The community of specialists regularly discusses current problems.

One of them is the legal gaps in establishing the status of each participant in the obligation. Law enforcers have to constantly face problems of the composition of legal relations in matters of implementing the consequences of recognizing transactions as invalid. In particular, there is uncertainty regarding the possibility of assignment of such claims.

Another difficulty lies in cases of unjust enrichment, in terms of their relationship with contracts.

There are often problems in determining the status of obligations that arise not from contracts, but only from pre-contractual negotiations.

All of these gaps require resolution by introducing complementary norms into the text of the Civil Code.

Author of the article

Invalidation of a unilateral transaction

If a transaction, regardless of its type (unilateral, multilateral), is concluded in violation of current laws, they are declared invalid. The criteria for recognizing the invalidity of a transaction depend on the subject of the agreement. For example, if this is a transfer of real estate, you can use the criteria given in Articles 166-167 of the Civil Code of the Russian Federation. Let's look at them in more detail:

• The accompanying documents were found to be illegal. The object of the transaction itself may also be illegal. In this case, the transaction will be considered invalid.
• A claim was filed alleging that the transaction violated the property powers of third parties. In this case, the agreement will be considered voidable.
• The illegality of a unilateral transaction was established in court. In this situation, the agreement is considered void.

If the court or registration authorities establish the illegality of a unilateral transaction, the provisions of the agreement are canceled. From the date of execution of the contract, all related legal relationships receive the status of illegal. The property that is the subject of the transaction is returned to the actual owner.

If violations are found in the contract, a claim can be filed within a year. This applies to the following violations:

• Breach of trust.
• Use of violent measures against the actual owner of property.
• The contract was concluded by an incapacitated person.

A person entering into a unilateral transaction is recognized as legally incompetent in the following cases:

• Having a mental illness.
• Minority.
• Being under the influence of alcohol or drugs at the time of signing the agreement.

In circumstances not listed above, you can apply to arbitration for 3 years on the basis of Article 169 of the Civil Code of the Russian Federation.

Parties to the obligation

Creditor and debtor in obligation. Third parties. Plurality of persons in an obligation. Active, passive and mixed plurality of persons. Equity obligations. Solidary obligations. Subsidiary obligations.

1. Any subjects of civil law (individuals, legal entities, the Russian Federation, constituent entities of the Russian Federation, municipalities) can be a party to the obligation.

The parties to the obligation are the creditor and the debtor.

The creditor takes an active position in the obligation and is an authorized party who has the right to demand certain actions from the debtor.

The debtor takes a passive position, is an obligated party that must perform certain actions in favor of the creditor or refrain from performing certain actions.

Creditor and debtor are common names for parties to an obligation. In specific types of obligations, the parties have special names, for example, in a loan agreement, the creditor is called the lender, and the debtor is called the borrower.

From the history of civil law

An obligatory relationship necessarily presupposes the presence of at least two subjects, active and passive, of which the first bears the general name of the trustee, and the second - the debtor, not to mention the various names that are assigned to them in individual contracts, such as: seller, buyer, tenant, policyholder, bailor, contractor, comrade, etc.

(G.F. Shershenevich)

2. Rights and obligations in an obligation arise only between its parties - the creditor and the debtor.

As a general rule, an obligation does not create obligations for persons not participating in it as parties (third parties). An obligation may create rights for third parties in relation to one or both parties to the obligation only in cases provided for by law, other legal acts or agreement of the parties (clause 3 of Article 308 of the Civil Code of the Russian Federation). However, such third parties do not become a party to the obligation. The debtor may assign the fulfillment of the obligation to a third party, unless it is indicated that the debtor must fulfill the obligation personally, and the creditor is obliged to accept such fulfillment (clause 1 of Article 313 of the Civil Code of the Russian Federation). There may be cases where an obligation is established in favor of a third party, while the parties establish that the debtor is obliged to perform the performance not to the creditor, but to a third party who has the right to demand performance in his favor (Article 430 of the Civil Code of the Russian Federation).

3. Each of the parties to the obligation may be represented by one person.

Situations are also possible when several persons act as creditors and (or) debtors on one side or on both sides of the obligation. In this case, they speak of a plurality of persons on the side of the obligation.

An obligation may initially arise with multiple persons on one (or both) parties, for example, when leasing an item owned simultaneously by several persons, who in this case will act jointly on the lessor’s side. Or a plurality of persons on the side of the obligation may appear later, for example, in the case of reorganization of a legal entity - the debtor in the form of separation or division.

The following options are possible:

— in an obligation there are several persons on the creditor’s side (active plurality of persons in an obligation);

— in an obligation there are several persons on the debtor’s side (passive plurality of persons in an obligation);

- in an obligation there are several persons on the side of both the creditor and the debtor (mixed plurality).

4. If there are multiple persons on one side, the obligations, in accordance with the ratio and scope of the rights and obligations of the parties, are distinguished:

- equity;

— solidary;

— subsidiary obligations.

5. As a general rule, an obligation with multiple persons is shared (Article 321 of the Civil Code of the Russian Federation).

In a shared obligation, any options for the plurality of persons on the side of the obligation are possible:

- active multiplicity,

- passive plurality and

- mixed plurality.

With active plurality, each creditor can demand from the debtor the fulfillment of an obligation in its favor in the corresponding share (for example, several lenders entered into a single loan agreement with one debtor).

With passive plurality, each debtor is obliged to perform the performance to the creditor in the corresponding share (for example, liability for the debts of the testator on the part of the heirs, each of whom is liable in proportion to his share in the inheritance).

In case of mixed plurality, each of the creditors and debtors has the right to demand and is obliged to fulfill the obligation in the corresponding share (for example, persons who are co-owners of an apartment transfer it into the ownership of several persons under a purchase and sale agreement).

The shares of participants in an equity obligation are recognized as equal, unless otherwise follows from the law, other legal acts or the terms of the obligation. The right of claim (obligation of performance) of each of the share creditors (debtors) is separate and accordingly terminates in the event of receipt of the due share (fulfillment in the relevant part of the obligation).

6. A joint and several obligation (from the Latin solidus - complete, whole) is an exception to the general rule (the obligation is assumed to be shared). Such an obligation arises if it:

a) provided for in the contract,

b) established by law, and also

c) when the subject of the obligation is indivisible.

Authoritative opinion

The indivisibility of the subject of the obligation can be not only physical, but also legal. The developers of the draft Civil Code of the Russian Empire pointed out that the indivisibility of property and actions is determined both by their natural properties and by their economic purpose. Legal indivisibility means that a certain set of property benefits can, in principle, be divided into independent parts, but within the meaning of the legal relationship or by law this is not assumed. For example, if the object is an enterprise as a property complex.

(S.V. Sarbash)

With regard to obligations related to entrepreneurial activity, the law establishes the opposite presumption. As a general rule, such obligations are joint and several, unless otherwise provided by law, other legal acts or the terms of the obligation itself (clause 2 of Article 322 of the Civil Code of the Russian Federation). This rule was introduced for the purpose of stability of economic turnover.

From the history of civil law

A joint and several obligation is everywhere an advantage for the creditor and a disadvantage for the debtor.

(F.C. Savigny)

Pre-revolutionary Russian legislation did not have any presumptions of solidarity.

The modern law of many European countries enshrines the presumption of solidarity of obligations associated with business activities.

Active plurality of persons in a joint and several obligation implies that any of the joint creditors has the right to present a claim to the debtor in full (clause 1 of Article 326 of the Civil Code of the Russian Federation). Before presenting this demand, the debtor has the right to fulfill the obligation to any of the creditors at his discretion in full, which entails termination of the obligation.

The debtor may raise objections to the creditors' claims. Objections can be general, that is, relating to all creditors, and private, relating only to relations with one of the creditors. The debtor cannot raise private objections against the claims of a creditor to whom such objections do not apply.

Authoritative opinion

Thus, the debtor can reject the creditor’s demand (for example, for payment of the purchase price) if consideration based on the obligation has not been received from any of the creditors (in the example given, the purchased item). But, having received, for example, a deferment of execution from one of the creditors, you cannot rely on it against a claim brought by another creditor.

(O.S. Ioffe)

A joint creditor who has received performance from the debtor is obliged to compensate what is due to other creditors in equal shares, unless otherwise follows from the relations between them (clause 4 of Article 326 of the Civil Code of the Russian Federation).

This norm is dispositive. Inequality of shares of creditors arising from the relations between them arises, for example, if several co-owners of a building act jointly and severally on the side of the seller, and one of them receives the full value of the property under the contract from the debtor (buyer). Further distribution of the proceeds between creditors (sellers) will depend on the size of each person’s share in the ownership of the building.

Passive plurality of persons in a joint and several obligation implies that the creditor has the right to demand performance both from all debtors jointly and from any of them separately, both in full and in part of the debt (Clause 1 of Article 323 of the Civil Code of the Russian Federation). The creditor himself determines which of the debtors and in what shares to present the right of claim.

From the history of civil law

The trustee has the right to make a claim for the fulfillment of the aggregate obligation in full or in part against all debtors at the same time, against some or one of them at its discretion.

(Article 1709 of the draft Civil Code of the Russian Empire)

If the creditor has not received full satisfaction from one of the debtors, he has the right to demand what was not received from all debtors.

In case of passive plurality of persons, the rule applies that a joint debtor cannot raise objections against the creditor’s claim based on other relations of the creditor with other joint debtors (Article 324 of the Civil Code of the Russian Federation).

A joint and several obligation is terminated in the event of full fulfillment of the joint obligation by one of the debtors, while the remaining debtors cease to be obligated to the creditor.

In the future, relations between debtors can be regulated by them independently through an agreement. In the absence of such an agreement, unless otherwise follows from the relations between joint and several debtors, the debtor who has fulfilled the joint and several obligation acquires the right of recourse against the remaining debtors in equal shares minus the share falling on himself (clause 1 of Article 325 of the Civil Code of the Russian Federation). That is, such a debtor turns into a creditor under a new recourse obligation (into a recourse creditor) in relation to the remaining debtors, who in this case bear a shared obligation to him, as a rule, in equal shares, in relation to the remaining debt minus his share.

In paragraphs 2 p. 2 art. 325 of the Civil Code of the Russian Federation contains the rule that what is not paid by one of the joint and several debtors to the debtor who has fulfilled the joint and several obligation (recourse creditor) falls in equal shares on this debtor and on the other debtors.

The specified redistribution of shares is carried out, obviously, only if it is impossible to fulfill on the part of the non-paying debtor, for example, in the event of liquidation of a legal entity - the debtor.

In pre-revolutionary Russian legislation, the norm devoted to these relations was formulated more precisely. In para. 3 tbsp. 1718 of the draft Civil Code of the Russian Empire, it is stated that if recovery from any of the co-debtors is unsuccessful, the share due from him is distributed according to proportionality among all other co-debtors.

One of the debtors cannot refuse to pay the recourse creditor, because such a refusal will be unlawful, and subsequently the remaining debtors who, through his fault, performed a larger amount of performance, have the right to file a claim against such a debtor.

This situation can be illustrated with the following example: all owners of premises (3 individuals - owners of apartments No. 1, 2, 3 - and a joint-stock company - owner of non-residential (office) premises) in a residential building entered into an agreement with a construction organization to carry out major repairs of the entrance premises (common property of an apartment building, which is indivisible by virtue of subparagraph 1, paragraph 4, article 37 of the Housing Code of the Russian Federation). In this case, the owners of the premises became joint and several debtors and, under the terms of the agreement, had to pay 120 thousand rubles. At the request of the construction organization, the owner of apartment No. 1 paid the entire amount. Subsequently, he turned to the owners of the remaining premises with a demand for payment of 30 thousand rubles from each. The owners of apartments No. 2 and No. 3 agreed to pay for their shares, but the joint-stock company refused to pay. In this case, the owner of apartment No. 1, who has become a recourse creditor in relation to the other owners of the premises, can receive 30 thousand rubles each from the owners of apartments No. 2 and 3, and can also demand payment from the owner of the office premises in court.

Distribution of the amount unpaid by the owner of the office premises among the other apartment owners in accordance with paragraphs. 2 p. 2 art. 325 of the Civil Code of the Russian Federation and additional collection of another 10 thousand rubles from the owners of apartments No. 2 and 3 in favor of the owner of apartment No. 1 is possible only if the owner of the office premises cannot pay the debt, for example, in the event of liquidation of a legal entity due to bankruptcy.

If there were initially two joint debtors, a new recourse obligation is formed between them, not burdened by a passive plurality of persons.

In a joint and several obligation, cases of mixed plurality of persons are also possible, when there are several persons in the obligation on the side of both the creditor and the debtor.

For example, several persons jointly caused damage to property (a truck) that was jointly owned by members of a peasant farm. In this case, a plurality of persons is formed on the creditor’s side by virtue of Art. 257 of the Civil Code of the Russian Federation and, at the same time, the plurality of persons on the side of the debtor by virtue of Art. 1080 Civil Code of the Russian Federation.

In this case, the rules relating to the regulation of relations with active and passive plurality of persons on the side of the obligation are jointly applied.

7. A subsidiary (additional) obligation is an independent type of obligation with a plurality of persons on the side of the obligation.

The Civil Code of the Russian Federation does not contain general rules governing subsidiary obligations. In Art. 399 of the Civil Code of the Russian Federation specifies provisions on subsidiary liability, according to which, before filing a claim against a person who, in accordance with the law, other legal acts or terms of the obligation, is liable in addition to the liability of another person who is the main debtor (subsidiary liability), the creditor must submit a claim to the main debtor. If the principal debtor refused to satisfy the creditor's claim or the creditor did not receive a response from him to the presented demand within a reasonable time, this demand may be presented to the person bearing subsidiary liability. A person bearing subsidiary liability must, before satisfying the claim presented to him by the creditor, notify the principal debtor about this, and if a claim is brought against such a person, involve the principal debtor in participating in the case.

Authoritative opinion

From Art. 399 of the Civil Code of the Russian Federation, it is possible to construct a subsidiary obligation, a special type of which is subsidiary liability. A subsidiary obligation is an obligation of a subsidiary (additional) debtor, which he is obliged to fulfill in the event of a failure of the main (principal) debtor. A subsidiary obligation essentially establishes the order of fulfillment of the obligation. Norms Art. 399 of the Civil Code of the Russian Federation seems suitable for regulating subsidiary obligations.

(S.V. Sarbash)

In subsidiary obligations, a passive or mixed plurality of persons on the side of the obligation is possible.

Controversial issues

There is a controversial point that applies specifically to a unilateral transaction, and not to contracts: whether it will be legal to cancel a transaction if interested parties have already learned about its provisions. For example, an organization submitted an announcement to the media about holding a competition. Interested parties (addressees) read the message, but the competition had to be cancelled. Legislators believe that a transaction is recognized as irrevocable when the recipients have received the notification (saw the message). Instructions regarding the situation under consideration are contained in paragraph 1 of Article 188 of the Civil Code of the Russian Federation, in Article 371 of the Civil Code of the Russian Federation. If a contradiction arises that is not explained by law, a person has the right to act on the basis of established practice.

Liquidation of a counterparty

Liquidation of an organization is an independent basis for termination of contractual obligations. Moreover, both during the liquidation of the debtor and during the liquidation of the creditor (Article 419 of the Civil Code of the Russian Federation).

The same applies to cases of exclusion of inactive organizations from the Unified State Register of Legal Entities. As a general rule, obligations involving companies excluded from the register are terminated in full.

Participants of a liquidated organization, as well as its creditors, do not have the right to independently file liability claims against its debtors.

In particular, they do not have the right to demand the return of leased property, pay the cost of transferred goods, pay a penalty, repay a loan, and so on.

At the same time, the RF Supreme Court draws attention to possible exceptions to this rule (clause 41 of the resolution of the Plenum of the RF Supreme Court dated June 11, 2020 No. 6).

Thus, in the event of liquidation of an organization responsible for harm caused to life or health, the corresponding payments must be capitalized (deposited into the Social Insurance Fund) to pay them to the victim (clause 2 of Article 1093 of the Civil Code of the Russian Federation).

Causality

Causality -

an objective connection between the phenomena of the real world, cognized by a person in the process of his activity. Causality is understood as the occurrence of a result as a consequence of an unlawful action (inaction) (for example, damage to cargo as a result of improper packaging by the sender).

A person who fails to fulfill or improperly fulfills an obligation when carrying out business activities bears property liability even in the absence of guilt, unless he proves that proper fulfillment was impossible due to force majeure.