Russia

Article 310. Inadmissibly of the Unilateral Refusal to Discharge the Obligation

The unilateral refusal to discharge the obligation and the unilateral amendment of its terms shall not be admitted, with the exception of the law-stipulated cases. The unilateral refusal to discharge the obligation, connected with its parties' performing the business activity, and the unilateral amendment of the terms of such an obligation shall also be admissible in the cases, stipulated by the contract, unless otherwise following from the law or from the substance of the obligation.

Article 328. The Recourse Discharge of Obligations

1. The recourse discharge shall be recognized as the discharge of the obligation by one of the parties, which in conformity with the agreement has been stipulated by the discharge of its obligations by the other party.

2. In case of the obliged party's failure to discharge the obligations, stipulated by the agreement, or of the existence of the circumstances, obviously testifying to the fact that such discharge will not be effected within the fixed term, the party, onto which the recourse discharge has been imposed, shall have the right to suspend the discharge of its obligation or to refuse to discharge this obligation, and to claim the compensation of the losses. If the obligation, stipulated by the agreement, has not been discharged in the full volume, the party, onto which the recourse discharge has been imposed, shall have the right to suspend the discharge of its obligation or to refuse to discharge it in the part, corresponding to the above-said under-discharge.

3. If the recourse discharge of the obligation has been effected, despite the fact that the other party has not discharged its obligation, stipulated by the agreement, this party shall be obliged to effect such discharge.

4. The rules, stipulated by Items 2 and 3 of the present Article, shall be applied, unless otherwise stipulated by the law.

Article 404. The Creditor's Guilt see also Remedies

1. If the non-discharge or an improper discharge of the obligation has occurred through the fault of both parties, the court shall correspondingly reduce the scope of the debtor's responsibility. The court shall also have the right to reduce the scope of the debtor's responsibility, if the creditor has intentionally or through carelessness contributed to the increase of the losses, caused by the non-discharge or by an improper discharge, or if he has not taken reasonable measures to reduce them.

2. The rules of Item 1 of the present Article shall also be correspondingly applied in the cases, when the debtor, by force of the law or of the contract, bears responsibility for the non-discharge or for an improper discharge of the obligation regardless of whether he is, or is not, at fault.

Article 450. The Grounds for the Amendment and the Cancellation of the Contract

1. The amendment and the cancellation of the contract shall be possible only by an agreement between the parties, unless otherwise stipulated by the present Code, by the other legal acts or by the contract.

2. Upon the demand of one of the parties, the contract may be amended or cancelled by the court decision only:

• in case of an essential violation of the contract by the other party;
• in the other cases, stipulated by the present Code, by the other legal acts or by the contract. As an essential violation shall be recognized such violation of the contract by one of the parties, which entails for the other party the losses, to a considerable extent depriving it of what it could have counted upon when concluding the contract.

3. In case of the unilateral refusal to discharge the contract in full or in part, when such refusal is admitted by the law or by the agreement between the parties, the contract shall be correspondingly regarded as cancelled or as amended.