Mandatory Obligations

Article 39
Article 39
If standard clauses are used in making a contract, the party that provides the standard clauses shall determine the rights and obligations between the parties in accordance with the principle of fairness, and shall call in a reasonable manner the other party's attention to the exemptible and restrictive clauses regarding its liability, and give explanations of such clauses at the request of the other party.

"Standard clauses" means the clauses that are formulated in anticipation by a party for the purpose of repeated usage and that are not a result of consultation with the other party in the making of the contract.
Article 42
Article 42
In the making of a contract, the party that falls under any of the following circumstances, causing thus loss to the other party, shall hold the liability for the loss.
1. engaging in consultation with malicious intention in name of making a contract;
2. concealing intentionally key facts related to the making of the contract or providing false information; or
3. taking any other act contrary to the principle of good faith.
Article 43
Neither party, may disclose or inappropriately exploit business secrets obtained in the making of a contract no matter the contract is executed or not. The party that discloses or inappropriately exploits the said business secrets causing thus loss to the other party shall hold the liability for the loss. 
Article 60
Article 60
The parties shall fulfill fully their respective obligations as contracted. The parties shall observe the principle of good faith and fulfill the obligations of notification, assistance and confidentiality in accordance with the nature and aims of the contract and customary trade practices.
Article 61
For a contract that has become valid, where the parties have not stipulated the contents regarding quality, price or remuneration or the place of performance, or have stipulated them unclearly, the parties may supplement them by agreement; if they are unable to reach a supplementary agreement, the problem shall be determined in accordance with the related clauses of the contract or with trade practices.
Article 62
Where the parties have unclearly stipulated related contents in a contract and fails to determine them in accordance with the provisions of Article 61 of this Law, the following provisions shall apply:
1. in case of unclear quality requirements, the contract shall be performed in accordance with State standards or trade standards, or in the absence of such standards, in accordance with common standards or special standards conforming to the aim of the contract;
2. in case of unclear price or remuneration stipulation, the contract shall be performed in accordance with the market price in the place of contract performance at the time of the making of the contract, or according to the government-set price or government-guided price if it is so required by law;
3. in case of unclear stipulation of place of performance, where the payment is in cash, the contract shall be performed in the place of the cash recipient; where the payment is in real estate, the contract shall be performed in the place where the real estate is located; where other targeted matters are involved, the contract shall be performed in the place of the party fulfilling the obligations;
4. in case of unclear time limit for the performance, the debtor may fulfill its obligations at any time, and the creditor may demand the fulfillment at any time, while giving the debtor necessary time to make preparations;
5. in case of unclear mode of performance, the contract shall be performed in a manner conducive to the realization of the aim of the contract; and
6. in case of unclear charge for the performance, the charge shall be borne by the party fulfilling the obligations. 
Article 63
For a contract with the government-set price or government-guided price as the fulfilling price, where the government price is adjusted within the delivery period of the contract, the price at the time of delivery shall be the fulfilling price. Where an overdue delivery occurs and the price goes up at the delivery, the original price shall be the fulfilling price; if the price drops at the delivery, the new price shall be the fulfilling price. Where an overdue delivery-taking or overdue payment occurs, the new price shall be the fulfilling price if the price goes up; and the original price shall be the fulfilling price if the price goes down.
Article 92
Article 92
Article 92
After the termination of rights and obligations under a contract, the parties shall perform the duties of notification, assistance and confidentiality in light of the principle of good faith and in accordance with trade practices.

Article 1.105 (ex art. 1.103) - Usages and Practices 20

(1) The parties are bound by any usage to which they have agreed and by any practice they have established between themselves. 21
(2) The parties are bound by a usage which would be considered generally applicable by persons in the same situation as the parties, except where the application of such usage would be unreasonable. 22
Article 6.102 (replaces 5.108) - Implied obligations 318
In addition to the express terms, a contract may contain implied terms which stem from 319
(a) the intention of the parties, 320
(b) the nature and purpose of the contract, and 321
(c) good faith and fair dealing. 322 
Article 6.104 (ex art. 2.101) - Determination of Price 325 
Where the contract does not fix the price or the method of determining it, the parties are to be treated as having agreed on a reasonable price. 326 
Article 6.105 (ex art. 2.102) - Unilateral Determination by a Party 327
Where the price or any other contractual term is to be determined by one party whose determination is grossly unreasonable, then notwithstanding any provision to the contrary, a reasonable price or other term shall be substituted. 328 
Article 6.106 (ex art. 2.103) - Determination by a Third Person 329 
(1) Where the price or any other contractual term is to be determined by a third person, and it cannot or will not do so, the parties are presumed to have empowered the court to appoint another person to determine it. 330
(2) If a price or other term fixed by a third person is grossly unreasonable, a reasonable price or term shall be substituted. 331 
 Article 6.107 (ex art. 2.104) - Reference to a Non Existent Factor 332
Where the price or any other contractual term is to be determined by reference to a factor which does not exist or has ceased to exist or to be accessible, the nearest equivalent factor shall be substituted. 333 
Article 6.108 (ex art. 2.105) - Quality of Performance 334
If the contract does not specify the quality, a party must tender performance of at least average quality. 335
Article 6.109 (ex art. 2.109) - Contract for an Indefinite Period 336 A contract for an indefinite period may be ended by either party by giving notice of reasonable length. 337

Article 6.111 (ex art. 2.117) - Change of Circumstances 344
Article 6.111 (ex art. 2.117) - Change of Circumstances 344
Article 6.111 (ex art. 2.117) - Change of Circumstances 344
(1) A party is bound to fulfil its obligations even if performance has become more onerous, whether because the cost of performance has increased or because the value of the performance it receives has diminished. 345
(2) If, however, performance of the contract becomes excessively onerous because of a change of circumstances, the parties are bound to enter into negotiations with a view to adapting the contract or terminating it, provided that: 346
(a) the change of circumstances occurred after the time of conclusion of the contract, 347
(b) the possibility of a change of circumstances was not one which could reasonably have been taken into account at the time of conclusion of the contract, and 348
(c) the risk of the change of circumstances is not one which, according to the contract, the party affected should be required to bear. 349
(3) If the parties fail to reach agreement within a reasonable period, the court may: 350
(a) terminate the contract at a date and on terms to be determined by the court; or 351
(b) adapt the contract in order to distribute between the parties in a just and equitable manner the losses and gains resulting from the change of circumstances. 352
In either case, the court may award damages for the loss suffered through a party refusing to negotiate or breaking off negotiations contrary to good faith and fair dealing. 353

CHAPTER 7 - PERFORMANCE 354

Article 7.101 (ex art. 2.106) - Place of Performance 355
(1) If the place of performance of a contractual obligation is not fixed by or determinable from the contract it shall be: 356
(a) in the case of an obligation to pay money, the creditor's place of business at the time of the conclusion of the contract; 357
(b) in the case of an obligation other than to pay money, the obligor's place of business at the time of conclusion of the contract. 358
(2) If a party has more than one place of business, the place of business for the purpose of the preceding paragraph is that which has the closest relationship to the contract, having regard to the circumstances known to or contemplated by the parties at the time of conclusion of the contract. 359
(3) If a party does not have a place of business its habitual residence is to be treated as its place of business. 360
Article 7.102 (ex art. 2.107) - Time of Performance 361
A party has to effect its performance: 362
(1) if a time is fixed by or determinable from the contract, at that time; 363
(2) if a period of time is fixed by or determinable from the contract, at any time within that period unless the circumstances of the case indicate that the other party is to choose the time; 364
(3) in any other case, within a reasonable time after the conclusion of the contract. 365

Article 7.103 – Early performance
Article 7.103 – Early performance
A party may decline a tender of performance made before it is due except where acceptance of the tender would not unreasonably prejudice its interests. 367
(1) A party's acceptance of early performance does not affect the time fixed for the performance of its own obligation. 368
Article 7.104 - Order of performance 369
Article 7.104 - Order of performance 369
To the extent that the performances of the parties can be rendered simultaneously, the parties are bound to render them simultaneously unless the circumstances indicate otherwise. 370
Article 7.105 - Alternative performance 371
(1) Where an obligation may be discharged by one of alternative performances, the choice belongs to the party who is to perform, unless the circumstances indicate otherwise. 372
(2) If the party who is to make the choice fails to do so by the time required by the contract, then: 373
(a) if the delay in choosing is fundamental, the right to choose passes to the other party; 374
(b) if the delay is not fundamental, the other party may give a notice fixing an additional period of reasonable length in which the party to choose must do so. If the latter fails to do so, the right to choose passes to the other party. 375
Article 7.106 (ex art. 2.116) - Performance by a Third Person 376
Article 7.106 (ex art. 2.116) - Performance by a Third Person 376
Article 7.106 (ex art. 2.116) - Performance by a Third Person 376
(1) Except where the contract requires personal performance the obligee cannot refuse performance by a third person if: 377
(a) the third person acts with the assent of the obligor; or 378
(b) the third person has a legitimate interest in performance and the obligor has failed to perform or it is clear that it will not perform at the time performance is due. 379
(2) Performance by the third person in accordance with paragraph (1) discharges the obligor. 380

[stronger nexus with parties – third parties]

Article 7.107 (ex art. 2.110) - Form of Payment 381
(1) Payment of money due may be made in any form used in the ordinary course of business. 382
(2) A creditor who, pursuant to the contract or voluntarily, accepts a cheque or other order to pay or a promise to pay is presumed to do so only on condition that it will be honoured. The creditor may not enforce the original obligation to pay unless the order or promise is not honoured. 383
Article 7.108 (ex art. 2.111) - Currency of Payment 384
(1) The parties may agree that payment shall be made only in a specified currency.
385
(2) In the absence of such agreement, a sum of money expressed in a currency other than that of the place where payment is due may be paid in the currency of that place according to the rate of exchange prevailing there at the time when payment is due. 386
(3) If, in a case falling within the preceding paragraph, the debtor has not paid at the time when payment is due, the creditor may require payment in the currency of the place where payment is due according to the rate of exchange prevailing there either at the time when payment is due or at the time of actual payment. 387
Article 7.109 (ex art. 2.112) - Appropriation of Performance 388
(1) Where a party has to perform several obligations of the same nature and the performance tendered does not suffice to discharge all of the obligations, then subject to paragraph 4 the party may at the time of its performance declare to which obligation the performance is to be appropriated. 389
(2) If the performing party does not make such a declaration, the other party may within a reasonable time appropriate the performance to such obligation as it chooses. It shall inform the performing party of the choice. However, any such appropriation to an obligation which: 390
(a) is not yet due, or 391
(b) is illegal, or 392
(c) is disputed, 393 is invalid. 394
(3) In the absence of an appropriation by either party, and subject to paragraph 4, the performance is appropriated to that obligation which satisfies one of the following criteria in the sequence indicated: 395
(a) the obligation which is due or is the first to fall due; 396
(b) the obligation for which the obligee has the least security; 397
(c) the obligation which is the most burdensome for the obligor, 398
(d) the obligation which has arisen first. 399 If none of the preceding criteria applies, the performance is appropriated proportionately to all obligations. 400
(4) In the case of a monetary obligation, a payment by the debtor is to be appropriated, first, to expenses, secondly, to interest, and thirdly, to principal, unless the creditor makes a different appropriation. 401
Article 7.110 (ex art. 2.113) - Property Not Accepted 402
(1) A party who is left in possession of tangible property other than money because of the other party's failure to accept or retake the property must take reasonable steps to protect and preserve the property. 403
(2) The party left in possession may discharge its duty to deliver or return: 404
(a) by depositing the property on reasonable terms with a third person to be held to the order of the other party, and notifying the other party of this; or 405
(b) by selling the property on reasonable terms after notice to the other party, and paying the net proceeds to that party. 406
(3) Where, however, the property is liable to rapid deterioration or its preservation is unreasonably expensive, the party must take reasonable steps to dispose of it. It may discharge its duty to deliver or return by paying the net proceeds to the other party. 407
(4) The party left in possession is entitled to be reimbursed or to retain out of the proceeds of sale any expenses reasonably incurred. 408 
Article 7.111 (ex art. 2.114) - Money not Accepted 409
Where a party fails to accept money properly tendered by the other party, that party may after notice to the first party discharge its obligation to pay by depositing the money to the order of the first party in accordance with the law of the place where payment is due 410
Article 7.112 - Costs of performance 411
Each party shall bear the costs of performance of its obligations. 412
Article 8.107 (ex art. 3.107) - Performance Entrusted to Another 434
Article 8.107 (ex art. 3.107) - Performance Entrusted to Another 434
A party who entrusts performance of the contract to another person remains responsible for performance. 435
Article 8.108 (ex art 3.108) - Excuse Due to an Impediment 436
Article 8.108 (ex art 3.108) - Excuse Due to an Impediment 436
Article 8.108 (ex art 3.108) - Excuse Due to an Impediment 436
(1) A party's non-performance is excused if it proves that it is due to an impediment beyond its control and that it could not reasonably have been expected to take the impediment into account at the time of the conclusion of the contract, or to have avoided or overcome the impediment or its consequences. 437
(2) Where the impediment is only temporary the excuse provided by this article has effect for the period during which the impediment exists. However, if the delay amounts to a fundamental non-performance, the obligee may treat it as such. 438
(3) The non-performing party must ensure that notice of the impediment and of its effect on its ability to perform is received by the other party within a reasonable time after the non-performing party knew or ought to have known of these circumstances. The other party is entitled to damages for any loss resulting from the non-receipt of such notice. 439

§ 204 Supplying an Omitted Essential Term
§ 204 Supplying an Omitted Essential Term
When the parties to a bargain sufficiently defined to be a contract have not agreed with respect to a term which is essential to a determination of their rights and duties, a term which is reasonable in the circumstances is supplied by the court.

Topic 1 - Performances to Be Exchanged Under an Exchange of Promises

§ 231 Criterion for Determining When Performances Are to Be Exchanged Under an Exchange of Promises
Performances are to be exchanged under an exchange of promises if each promise is at least part of the consideration for the other and the performance of each promise is to be exchanged at least in part for the performance of the other.
§ 232 When It Is Presumed That Performances Are to Be Exchanged Under an Exchange of Promises
Where the consideration given by each party to a contract consists in whole or in part of promises, all the performances to be rendered by each party taken collectively are treated as performances to be exchanged under an exchange of promises, unless a contrary intention is clearly manifested.
§ 233 Performance at One Time or in Installments
(1) Where performances are to be exchanged under an exchange of promises, and the whole of one party's performance can be rendered at one time, it is due at one time, unless the language or the circumstances indicate the contrary.
(2) Where only a part of one party's performance is due at one time under Subsection (1), if the other party's performance can be so apportioned that there is a comparable part that can also be rendered at that time, it is due at that time, unless the language or the circumstances indicate the contrary.
§ 234 Order of Performances
(1) Where all or part of the performances to be exchanged under an exchange of promises can be rendered simultaneously, they are to that extent due simultaneously, unless the language or the circumstances indicate the contrary.
(2) Except to the extent stated in Subsection (1), where the performance of only one party under such an exchange requires a period of time, his performance is due at an earlier time than that of the other party, unless the language or the circumstances indicate the contrary.

Topic 2 - Effect of Performance and Non-Performance

§ 237 Effect on Other Party's Duties of a Failure to Render Performance
§ 237 Effect on Other Party's Duties of a Failure to Render Performance
Except as stated in § 240, it is a condition of each party's remaining duties to render performances to be exchanged under an exchange of promises that there be no uncured material failure by the other party to render any such performance due at an earlier time.
§ 238 Effect on Other Party's Duties of a Failure to Offer Performance
Where all or part of the performances to be exchanged under an exchange of promises are due simultaneously, it is a condition of each party's duties to render such performance that the other party either render or, with manifested present ability to do so, offer performance of his part of the simultaneous exchange.
§ 239 Effect on Other Party's Duties of a Failure Justified by Non-Occurrence Of a Condition
§ 239 Effect on Other Party's Duties of a Failure Justified by Non-Occurrence Of a Condition
(1) A party's failure to render or to offer performance may, except as stated in Subsection (2), affect the other party's duties under the rules stated in §§ 237 and 238 even though failure is justified by the non-occurrence of a condition.
(2) The rule stated in Subsection (1) does not apply if the other party assumed the risk that he would have to perform in spite of such a failure.
§ 240 Part Performances as Agreed Equivalents
§ 240 Part Performances as Agreed Equivalents
If the performances to be exchanged under an exchange of promises can be apportioned into corresponding pairs of part performances so that the parts of each pair are properly regarded as agreed equivalents, a party's performance of his part of such a pair has the same effect on the other's duties to render performance of the agreed equivalent as it would have if only that pair of performances had been promised.
§ 245 Effect of a Breach by Non-Performance As Excusing the Non-Occurrence Of a Condition
§ 245 Effect of a Breach by Non-Performance As Excusing the Non-Occurrence Of a Condition
Where a party's breach by non-performance contributes materially to the non-occurrence of a condition of one of his duties, the non-occurrence is excused.
§ 249 When Payment Other Than by Legal Tender Is Sufficient
Where the payment or offer of payment of money is made a condition of an obligor's duty, payment or offer of payment in any manner current in the ordinary course of business satisfies the requirement unless the obligee demands payment in legal tender and gives any extension of time reasonably necessary to procure it.
§ 272 Relief Including Restitution
§ 272 Relief Including Restitution
§ 272 Relief Including Restitution
§ 272 Relief Including Restitution
(1) In any case governed by the rules stated in this Chapter, either party may have a claim for relief including restitution under the rules stated in §§ 240 and 377.
(2) In any case governed by the rules stated in this Chapter, if those rules together with the rules stated in Chapter 16 will not avoid injustice, the court may grant relief on such terms as justice requires including protection of the parties' reliance interests.

[Chapter 11 – Impracticability of Performance and Frustration of Purpose]
Article 5. Customs in business practice.
1. A custom in business practice is recognized to be a rule of behavior not provided for by the legislation that has long developed and been in wide use in some business field regardless of whether or not it has been recorded in a document.
2. Business practice customs conflicting with the legislation or contract provisions that are binding on the parties to appropriate relations shall not be applied.
Article 6. Application of civil legislation by analogy.
Article 6. Application of civil legislation by analogy.
Article 6. Application of civil legislation by analogy.
1. In the cases where relations specified by pts. 1 and 2 in article 2 of this Code are not directly regulated by the legislation or by the parties' agreement and there is no applicable business custom, civil legislation regulating similar relations (analogy of the statute) is applied to such relations unless this is contrary to their essence.
2. If it is impossible to use the statute analogy, the parties' rights and duties are determined proceeding from general principles and tenor of civil legislation (analogy of the law), as well as requirements of conscientious, reason and justice.
Article 140. The Money (Hard Currency)
1. The rouble shall be the legal means of payment, which shall be accepted by its face value on the entire territory of the Russian Federation. The payments on the territory of the Russian Federation shall be effected both in cash and cashless.
2. The cases of, the procedure and the terms for the use of foreign currency on the territory of the Russian Federation shall be defined by the law or in conformity with the established order.
Article 164. State Registration of Transactions
1. Transactions with land and other real estate shall be subject to State registration in the instances and according to the procedure provided for by Article 131 of this Code and by the law on the registration of rights to real estate and transactions with it.
2. State registration of specified types of transactions with real estate may be established by a law.
Article 165. Consequences of Failure to Comply with Notarial Form of Transaction and Requirement for Registration Thereof
Article 165. Consequences of Failure to Comply with Notarial Form of Transaction and Requirement for Registration Thereof
1. The failure to comply with the notarial form and in the instances established by a law, with the requirement concerning State registration of a transaction shall entail its invalidity. Such a transaction shall be considered null and void.
2. If one party has wholly or partially performed a transaction requiring notarial certification, and the other party evades such certification of the transaction, the court shall have the right at the demand of the party which performed the transaction to deem the transaction to be valid. In this event, subsequent notarial certification of the transaction shall not be required.
3. If a transaction requiring State registration has been concluded in the proper form but one of the parties evades the registration thereof, the court shall have the right at the demand of the other party to render a decision concerning registration of the transaction. In this event, the transaction shall be registered in accordance with the court decision.
4. In the instances provided for by points 2 and 3 of this Article the party which unjustifiably evades notarial certification or State registration of a transaction must compensate the other part for losses caused by the delay in concluding or registering the transaction
Article 313. Discharge of the Obligation by the Third Person
Article 313. Discharge of the Obligation by the Third Person
Article 313. Discharge of the Obligation by the Third Person
1. The discharge of the obligation may be imposed by the debtor upon the third person, unless the debtor's duty to discharge the obligation in person follows from the law, from the other legal acts, from the terms of the obligation or from its substance. In this case the creditor shall be obliged to accept the discharge, offered by the third person instead of by the debtor.
2. The third person, undergoing the threat of losing his right to the property of the debtor (the right of the lease, of the mortgage, etc.) as a result of the creditor's turning the penalty onto this property, may at his own expense satisfy the creditor's claim without obtaining the debtor's consent. In this case, the rights of the creditor by the obligation shall pass to the third person in conformity with Articles 382-387 of the present Code.
Article 318. The Increase of the Amounts, Paid Out for the Maintenance of the Citizen
Article 318. The Increase of the Amounts, Paid Out for the Maintenance of the Citizen
The amount, paid out by the direct pecuniary obligation for the maintenance of the citizen: to recompense for the harm, inflicted to the life or to the health, by the contract for a life maintenance, and in the other cases - shall be indexed taking into account the level of the inflation in the procedure and cases stipulated by law.
Article 314. The Term of the Discharge of the Obligation
Article 314. The Term of the Discharge of the Obligation
1. If the obligation stipulates, or allows to stipulate the day of its discharge or the period of time, within which it shall be discharged, the obligation shall be subject to discharge on this particular day or, correspondingly, at any moment within this period.
2. In the cases, when the obligation does not stipulate the deadline for its discharge and does not contain the terms, making it possible to define this deadline, it shall be discharged within a reasonable term after the inception of the obligation. The obligation, which has not been discharged within a reasonable term, the same as the obligation, the term of whose discharge has been defined by the moment of demand, shall be discharged by the debtor within seven days from the day of the creditor's presenting the claim for its discharge, unless the duty of the discharge within a different term follows from the law, from the other legal acts, from the provisions of the obligation, from the customs of the business turnover, or from the substance of the obligation.
Article 315. Advanced Discharge of the Obligation
Article 315. Advanced Discharge of the Obligation
The debtor shall have the right to discharge the obligation in advance of the deadline, unless otherwise stipulated by the law, by the other legal acts or by the terms of the obligation or follows from its substance. However, an advanced discharge of the obligations, involved in the performance by its parties of the business activity, shall be admitted only in the cases, when the possibility to discharge the obligation before the fixed date has been stipulated by the law, by the other legal acts or by the terms of the obligation, or follows from the customs of the business turnover or from the substance of the obligation.
Article 316. The Place of Discharge of the Obligation
Article 316. The Place of Discharge of the Obligation
Unless the place of the discharge has been defined by the law, by the other legal acts or by the agreement or follows from the customs of the business turnover or from the substance of the obligation, the discharge shall be effected: y by the obligation to transfer the land plot, the building, the structure or the other immovable property - at the place of location of the property;
by the obligation to transfer the commodity or the other property, envisaging its shipment - at the place of the ceding the property to the first shipper for its being forwarded to the creditor;
by the other obligations of the businessman to transfer the commodity or the other property - at the place of the manufacture or of the storage of the property, if this place has been known to the creditor at the moment of the inception of the obligation;
by the pecuniary obligation - at the place of residence of the creditor at the moment of the inception of the obligation, and if the creditor is a legal entity - at the place of its location at the moment of the inception of the obligation; if the creditor by the moment of the discharge of the obligation has changed the place of his residence or the place of his stay and has informed about this the debtor - at the new place of the creditor's residence or stay, with referring the expenses, involved in the change of the place of discharge, onto the creditor's account;
by all the other obligations - at the place of residence of the debtor, and in case the debtor is a legal entity - at the place of its location.
Article 317. The Currency of the Pecuniary Obligations
Article 317. The Currency of the Pecuniary Obligations
1. The pecuniary obligations shall be expressed in roubles (Article 140).
2. In the pecuniary obligation it may be stipulated that it shall be liable to the payment in roubles in the amount, equivalent to the definite amount in the foreign currency, or in the agreed monetary units (ECU, the "special borrowing rights", etc.). In this case, the amount liable to the payment in roubles shall be defined in conformity with the official exchange rate of the corresponding currency or of the conventional monetary units by the day of the payment, unless the other exchange rate or the other day of its formulation has been established by the law or by the parties' agreement.
3. The use of the foreign currency and also of the payment documents in the foreign currency on the territory of the Russian Federation by obligations shall only be admitted in the cases, in the order and on the terms, defined by the law or established in conformity with the procedure, laid down by it.
Article 319. Priority for Satisfaction of Claims under the Monetary Obligation
Article 319. Priority for Satisfaction of Claims under the Monetary Obligation
The amount of the effected payment, insufficient for the discharge of the pecuniary obligation in full, in the absence of another agreement, shall first of all cover the creditor's expenses, involved in the enforcement of the discharge, then - the interest, and in the remaining part - the basic amount of the debt.
Article 320. Discharge of the Alternative Obligation
Article 320. Discharge of the Alternative Obligation
The debtor, who is obliged to transfer to the creditor this or that property, or to perform one of the two or of several actions, shall have the right of choice, unless otherwise following from the law, from the other legal acts or from the terms of the obligation.
Article 399. The Subsidiary Liability
1. Before presenting the claims against the person, who, in conformity with the law, with the other legal acts or with the terms of the obligation, is bearing liability in addition to the liability of the other person, who is the principal debtor (the subsidiary liability), the creditor shall be obliged to present the claim against the principal debtor. If the principal debtor has refused to satisfy the claim of the creditor, or if the creditor has not received from him, within a reasonable term, a response to the presented claim, this claim may be presented against the person, bearing the subsidiary liability.
2. The creditor shall have no right to claim the satisfaction of his claim against the principal debtor from the person, bearing the subsidiary liability, if this claim may be satisfied by offsetting the claim of regress to the principal debtor, or by an indisputable recovery of the means involved from the principal debtor.
3. The person, bearing the subsidiary liability, shall be obliged, before satisfying the claim, presented against him by the creditor, to warn about it the principal debtor, and if the claim has been filed against such a person - to draw the principal debtor into the court case. Otherwise, the principal debtor shall have the right to put forward against the claim of regress of the person, bearing the subsidiary liability, the objections, which he has had against the creditor.
Article 421. Freedom of Contract.
Article 421. Freedom of Contract.
Article 421. Freedom of Contract.
1. Citizens and legal entities shall be free in concluding a contract. Coercion to conclude a contract shall not be permitted except for instances when the duty to conclude a contract has been provided for by this Code, by a law, or by a voluntarily accepted obligation.
2. The parties may conclude a contract which is either provided for or is not provided for by a law or other legal acts.
3. The parties may conclude a contract which contains elements of various contracts provided for by a law or other legal acts (mixed contact). The rules on contracts whose elements are contained in a mixed contract shall apply in respective parts to the relations of the parties under a mixed contract unless it follows otherwise from the agreement of the parties or the essence of the mixed contract.
4. The conditions of a contract shall be determined at discretion of the parties except for instances when the content of the respective condition has been prescribed by a law or other legal acts (Article 422). In instances when a condition of a contract has been provided for by a norm which applies insofar as not established otherwise by agreement of the parties (dispositive norm), the parties may by their agreement exclude the application thereof or establish a condition which differs from that provided therein. In the absence of such agreement, the condition of the contract shall be determined by the dispositive norm.
5. If a condition of a contract has not been determined by the parties or by a dispositive norm, the respective conditions shall be determined by the customs of business usage applicable to the relations of the parties.
Article 424. Price.
1. The performance of a contract shall be paid for at the price established by agreement of the parties. In the instances provided for by a law the prices (tariffs, scales of prices, rates, etc.) established or regulated by duly empowered State agencies shall be applied.
2. A change of the price after the conclusion of a shall apply shall be permitted in the instances and on the conditions provided for by contract, by a law, or according to the procedure established by a law.
3. In instances when the price has not provided for in a contract for compensation or may not be determined by proceeding from the conditions of the contract, the fulfillment of the contract must be paid for at the price which under comparable circumstances is usually recovered for similar goods, jobs, or services.
Article 427. Model Conditions of Contract.
Article 427. Model Conditions of Contract.
1. It may be provided in a contract that its individual conditions shall be determined by model conditions worked out for contracts of the respective type and published in the press.
2. In instances when a reference to model conditions is not contained in the contract, such model conditions shall apply to the relations of the parties as customs of business practice if they meet the requirements established by Article 5 and by Article 421(5) of this Code.
3. Model conditions may be stated in the form of a model contract or other document containing these conditions.