Changed Circumstances

Article 94
Article 94
The parties may dissolve the contract under any of the following circumstances:
1. the aim of the contract cannot be attained because of force majeure;
2. before the period of performance expires, either party clearly indicates by word or by act that it will not discharge the principal debts; 
3. either party delays the discharge of the principal debts and still fails to discharge them within a reasonable period of time after being urged;
4. either party delays the discharge of debts or is engaged in other illegal activities and thus makes realization of the aim of the contract impossible; or
5. any other circumstances as provided for by law.
Article 117
If a contract cannot be fulfilled due to force majeure, the obligations may be exempted in whole or in part depending on the impact of the force majeure, unless laws provide otherwise. If the force majeure occurs after a delayed fulfillment, the obligations of the party concerned may not be exempted. Force majeure as used herein means objective situations which cannot be foreseen, avoided or overcome.
Article 118
Either party that is unable to fulfill the contract due to force majeure shall notify the other party in time in order to reduce losses possibly inflicted to the other party, and shall provide evidence thereof within a reasonable period of time.
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
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 

Section 3 - Termination Of The Contract 463

Article 9.303 (ex art. 4.303) – Notice of Termination 469 ….

(4) If a party is excused under Article 8.108 through an impediment which is total and permanent, the contract is terminated automatically and without notice at the time the impediment arises. 474 [see "Termination – Breach" above for ss (1) – (3)]

§ 226 How an Event May Be Made a Condition
An event may be made a condition either by the agreement of the parties or by a term supplied by the court.
CHAPTER 11 - IMPRACTICABILITY OF PERFORMANCE AND FRUSTRATION OF PURPOSE
§ 254 Effect of Subsequent Events on Duty to Pay Damages
§ 254 Effect of Subsequent Events on Duty to Pay Damages
(1) A party's duty to pay damages for total breach by repudiation is discharged if it appears after the breach that there would have been a total failure by the injured party to perform his return promise.
(2) A party's duty to pay damages for total breach by repudiation is discharged if it appears after the breach that the duty that he repudiated would have been discharged by impracticability or frustration before any breach by non-performance.
§ 261 Discharge by Supervening Impracticability
Where, after a contract is made, a party's performance is made impracticable without his fault by the occurrence of an event the non-occurrence of which was a basic assumption on which the contract was made, his duty to render that performance is discharged, unless the language or the circumstances indicate the contrary.
§ 262 Death or Incapacity of Person Necessary for Performance
If the existence of a particular person is necessary for the performance of a duty, his death or such incapacity as makes performance impracticable is an event the non- occurrence of which was a basic assumption on which the contract was made.
§ 263 Destruction, Deterioration or Failure to Come Into Existence of Thing Necessary for Performance
If the existence of a specific thing is necessary for the performance of a duty, its failure to come into existence, destruction, or such deterioration as makes performance impracticable is an event the non-occurrence of which was a basic assumption on which the contract was made.
§ 264 Prevention by Governmental Regulation or Order If the performance of a duty is made impracticable by having to comply with a domestic or foreign governmental regulation or order, that regulation or order is an event the non- occurrence of which was a basic assumption on which the contract was made.
§ 265 Discharge by Supervening Frustration Where, after a contract is made, a party's principal purpose is substantially frustrated without his fault by the occurrence of an event the non-occurrence of which was a basic assumption on which the contract was made, his remaining duties to render performance are discharged, unless the language or the circumstances indicate the contrary
§ 266 Existing Impracticability or Frustration
(1) Where, at the time a contract is made, a party's performance under it is impracticable without his fault because of a fact of which he has no reason to know and the non- existence of which is a basic assumption on which the contract is made, no duty to render that performance arises, unless the language or circumstances indicate the contrary.
(2) Where, at the time a contract is made, a party's principal purpose is substantially frustrated without his fault by a fact of which he has no reason to know and the non- existence of which is a basic assumption on which the contract is made, no duty of that party to render performance arises, unless the language or circumstances indicate the contrary.
§ 267 Effect on Other Party's Duties of a Failure Justified by Impracticability or Frustration
(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 the failure is justified under the rules stated in this Chapter.
(2) The rule stated in Subsection (1) does not apply if the other party assumed the risk that he would have to perform despite such a failure.
§ 268 Effect on Other Party's Duties of a Prospective Failure Justified by Impracticability or Frustration
(1) A party's prospective failure of performance may, except as stated in Subsection (2), discharge the other party's duties or allow him to suspend performance under the rules stated in §§ 251(1) and 253(2) even though the failure would be justified under the rules stated in this Chapter.
(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.
§ 269 Temporary Impracticability or Frustration
Impracticability of performance or frustration of purpose that is only temporary suspends the obligor's duty to perform while the impracticability or frustration exists but does not discharge his duty or prevent it from arising unless his performance after the cessation of the impracticability or frustration would be materially more burdensome than had there been no impracticability or frustration.
§ 270 Partial Impracticability Where only part of an obligor's performance is impracticable, his duty to render the remaining part is unaffected if 
(a) it is still practicable for him to render performance that is substantial, taking account of any reasonable substitute performance that he is under a duty to render; or
(b) the obligee, within a reasonable time, agrees to render any remaining performance in full and to allow the obligor to retain any performance that has already been rendered.
§ 271 Impracticability as Excuse for Non-Occurrence Of a Condition Impracticability excuses the non-occurrence of a condition if the occurrence of the condition is not a material part of the agreed exchange and forfeiture would otherwise result.
§ 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 401. The Grounds of Responsibility for the Violation of the Obligation
Article 401. The Grounds of Responsibility for the Violation of the Obligation
Article 401. The Grounds of Responsibility for the Violation of the Obligation
1. The person, who has not discharged the obligation or who has discharged it in an improper way, shall bear responsibility for this, if it has happened through his fault (an ill intention or carelessness on his part), with the exception of the cases, when the other grounds of the responsibility have been stipulated by the law or by the contract. The person shall be recognized as not guilty, if, taking into account the extent of the care and caution, which has been expected from him in the face of the nature and the terms of the circulation, he has taken all the necessary measures for properly discharging the obligation.
2. The absence of the guilt shall be proven by the person, who has violated the obligation.
3. Unless otherwise stipulated by the law or by the contract, the person, who has failed to discharge, or has discharged in an improper way, the obligation, while performing the business activity, shall bear responsibility, unless he proves that the proper discharge has been impossible because of a force-majeure, i.e., because of the extraordinary circumstances, which it was impossible to avert under the given conditions. To such kind of circumstances shall not be referred, in particular, the violations of obligations on the part of the debtor's counter-agents, or the absence on the market of commodities, indispensable for the discharge, or the absence of the necessary means at the debtor's disposal.
4. An agreement on eliminating or limiting the liability for an intentional violation of the obligation, concluded at an earlier date, shall be insignificant.
Article 416. Termination of the Obligation Because of the Impossibility to Discharge It
1. The obligation shall be terminated because of the impossibility to discharge it, caused by the circumstance, for which neither of the parties is answerable.
2. In case of the impossibility for the debtor to discharge the obligation because of the faulty actions of the creditor, the latter shall not have the right to claim the return of what he has discharged by the obligation.
Article 417. Termination of the Obligation on the Grounds of an Act, Issued by the State Body
1. If as a result of an act, issued by the state body, the discharge of the obligation has become impossible in full or in part, the obligation shall be terminated in full or in the corresponding part. The parties, which have suffered losses as a result of this, shall have the right to claim their compensation in conformity with Articles 13 and 16 of the present Code.
2. In case the act, issued by the state body, on whose grounds the obligation has been terminated, is recognized as invalid in conformity with the established procedure, the obligation shall be restored, unless otherwise following from the agreement between the parties or from the substance of the obligation and unless its discharge has lost all interest for the creditor.
Article 418. Termination of the Obligation with the Citizen's Death
1. The obligation shall be terminated with the death of the debtor, if it cannot be discharged without the debtor's personal participation, or if it is indissolubly linked with the debtor's personality in any other way.
2. The obligation shall be terminated with the death of the creditor, if its discharge is intended personally for the creditor, or if the obligation is indissolubly linked with the creditor's personality in any other way.
Article 419. Termination of the Obligation with the Liquidation of the Legal Entity
The obligation shall be terminated with the liquidation of the legal entity (the debtor or the creditor), with the exception of the cases, when the law or the other legal acts impose the discharge of the obligation of the liquidated legal entity upon the other person (by the claims for the compensation of the harm, caused to the life or to the health, etc.).
Article 451. The Amendment and the Cancellation of the Contract Because of an Essential Change of Circumstances
1. An essential change of the circumstances, from which the parties have proceeded when concluding the contract, shall be the ground for its amendment or cancellation, unless otherwise stipulated by the contract or following from its substance. The change of the circumstances shall be recognized as essential, if they have changed to such an extent that in case the parties could have wisely envisaged it, the contract would not have been concluded by them or would have been concluded on the essentially different terms.
2. If the parties have failed to reach an agreement on bringing the contract into correspondence with the essentially changed circumstances or on its cancellation, the contract may be cancelled, and on the grounds, stipulated by Item 4 of the present Article, it may be amended by the court upon the claim of the interested party in the face of the simultaneous existence of the following conditions:
1) at the moment of concluding the contract, the parties have proceeded from the fact that no such change of the circumstances will take place; 
2) the change of the circumstances has been called forth by the causes, which the interested party could not overcome after they have arisen, while displaying the degree of care and circumspection, which have been expected from it by the nature of the contract and by the terms of the circulation;
3) the execution of the contract without amending its provisions would so much upset the balance of the property interests of the parties, corresponding to the contract, and would entail such a loss for the interested party that it would have been to a considerable extent deprived of what it could have counted upon when concluding the contract;
4) neither from the customs of the business turnover, nor from the substance of the contract does it follow that the risk, involved in the change of the circumstances, shall be borne by the interested party.
3. In case of the cancellation of the contract because of the essentially changed circumstances, the court shall, upon the claim of any one of the parties, define the consequences of the cancellation of the contract, proceeding from the need to justly distribute the expenses, borne by them in connection with the execution of this contract, between the parties.
4. The amendment of the contract in connection with an essential change of the circumstances shall be admitted by the court decision in extraordinary cases, when the cancellation of the contract contradicts the public interests, or if it entails the losses for the parties, considerably exceeding the expenses, necessary for the execution of the contract on the terms, amended by the court.