Article 10

The parties may, when making a contract, use written form, verbal form or any other form. The written form shall be adopted if laws or administrative regulations so require. The written form shall be adopted if the parties so agree.

Article 11

"Written form" as used herein means any form which renders the information contained in a contract capable of being reproduced in tangible form such as a written agreement, a letter, or electronic text (including telegram, telex, facsimile, electronic data interchange and e-mail).

Article 12

The content of a contract is determined by the parties and generally includes the following clauses:

1. designations or names and addresses of the parties;

2. the targeted matter;

3. quantity;

4. quality;

5. price or remuneration;

6. time, place and mode of fulfillment;

7. liability for breach of contract, and

8. dispute settlement.

The parties may make contracts with reference to various model contract forms.

Article 35

If the parties adopt the form of a contract instrument to make a contract, the place where both parties sign or stamp the contract is the place of execution of the contract.

Article 36

Article 36

Where the parties fail to make a contract in written form as provided for by laws or administrative regulations or as agreed by the parties, but a party has already performed the major obligations and the other party has accepted the performance, the contract shall be considered as executed.

Article 44

A contract legally executed shall become effective upon execution. Where a contract may become effective only after the completion of approval and registration procedure according to the provisions oflaws and administrative regulations, such provisions shall govern.

Article 2.101 (ex art. 5.101) - Conditions for the Conclusion of a Contract 63

(1) A contract is concluded if: 64

(a) the parties intend to be legally bound, and 65

(b) they reach a sufficient agreement 66 without any further requirement. 67

(2) A contract need not be concluded or evidenced in writing nor is it  subject to any other requirement as to form. The contract may be proved by  any means, including witnesses. 68

Article 2.211 (ex art. 5.212) - Contracts not Concluded through Offer and Acceptance 136

The rules in this section apply with appropriate adaptations even though the process of conclusion of a contract cannot be analysed into offer and acceptance.

§9 Parties Required

There must be at least two parties to a contract, a promisor and a promisee, but there may be any greater number.

§10 Multiple Promisors and Promisees of the Same Performance

(1) Where there are more promisors than one in a contract, some or all of them may promise the same performance, whether or not there are also promises of separate performances. (2) Where there are more promisees than one in a contract, a promise may be made to some or all of them as a unit, whether or not the same or another performance is separately promised to one or more of them.

§11 When a Person May Be Both Promisor and Promisee

A contract may be formed between two or more persons acting as a unit and one or more but fewer than all of these persons, acting either singly or with other persons.

§ 163 When a Misrepresentation Prevents Formation of a Contract

§ 163 When a Misrepresentation Prevents Formation of a Contract If a misrepresentation as to the character or essential terms of a proposed contract induces conduct that appears to be a manifestation of assent by one who neither knows nor has reasonable opportunity to know of the character or essential terms of the proposed contract, his conduct is not effective as a manifestation of assent



I. Concept, Types, and Forms of Transactions

Article 153. Concept of Transaction

The actions of citizens and legal persons directed to the establishment, change, or termination of civil rights and duties shall be deemed to be transactions.

Article 154. Contracts and Unilateral Transactions

1. Transactions may be bilateral or multilateral (contracts), or unilateral.

2. A transaction for the conclusion of which in accordance with a law, other legal acts, or agreement of the parties the expression of the will of one party is necessary and sufficient shall be considered unilateral.

3. In order to conclude a contract, the expression of the concordant will of two parties (bilateral transaction), or three or more parties (multilateral transaction) shall be necessary.

Article 158. Form of Transactions

Article 158. Form of Transactions

1. Transactions shall be concluded orally or in writing (simple or notarial form).

2. A transaction which may be concluded orally shall be considered concluded also in the instance when the will to conclude the transaction is manifest from the behaviour of the person.

3. Silence shall be deemed to be an expression of will to conclude a transaction in the instances provided for by law or by agreement of the parties.

Article 434. The Form of the Contract

Article 434. The Form of the Contract

1. The contract may be concluded in any form, stipulated for making the deals, unless the law stipulates a definite form for the given kind of contracts. If the parties have agreed to conclude the contract in a definite form, it shall be regarded as concluded after the agreed form has been rendered to it, even if the law does not require such form for the given kind of contracts. 2. The contract in written form shall be concluded by compiling one document, signed by the parties, and also by way of exchanging the documents by mail, telegraph, teletype, telephone, by the electronic or any other type of the means of communication, which makes it possible to establish for certain that the document comes from the party by the contract. 3. The written form of the contract shall be regarded as observed, if the written offer to conclude the contract has been accepted in conformity with the order, stipulated by Item 3, Article 438 of the present Code. General Formation Parties Validity Agreed obligations Mandatory obligations Termination Remedies 49

Article 452. The Procedure for the Amendment and the Cancellation of the Contract

Article 452. The Procedure for the Amendment and the Cancellation of the Contract

1. The agreement on the amendment or on the cancellation of the contract shall be legalized in the same form as the contract itself, unless otherwise following from the law, from the other legal acts, from the contract or from the customs of the business turnover. 2. The claim for the amendment or for the cancellation of the contract may be filed by the party with the court only after it has received the refusal from the other party in response to its proposal to amend or to cancel the contract, or in case of its non-receipt of any response within the term, indicated in the proposal or fixed by the law or by the contract, and in the absence thereof - within a 30-day term.