Contract what kind of document. Agreement (contract) - concept, structure, design. Memorandum of association. The traditional form of "contracts"

CONTRACT- a voluntary agreement between two or more persons (economic entities), concluded for the fulfillment by each of them of the obligations assumed in relation to other participants

Types of contracts. Various classifications of contracts are given in the scientific literature.

depending on the number of parties, there are bilateral and multilateral (for example, simple partnership agreements),

depending on the moment of conclusion - consensual and real. Consensual agreements are considered concluded from the moment an agreement is reached on all essential conditions and the agreement is given the necessary form. Real contracts are considered concluded from the moment certain actions are performed, in particular from the moment of transfer of money, property (loan agreement, trust management agreement).

depending on the distribution of rights and obligations between the parties - unilateral and bilateral. In unilateral agreements, one of the parties has only rights, while the other only has obligations (gift, loan agreement), in a bilateral agreement, each of the parties has both rights and obligations (purchase and sale agreement, lease agreement).

depending on the provision of counter satisfaction - reimbursable and gratuitous (for example, a donation agreement, loans, etc.).

depending on the subject composition - entrepreneurial (i.e. when business entities act as parties) and contracts with the participation of consumers (i.e. when a citizen who purchases goods, works, services for personal needs, acts as one of the parties, non-business activities).

provided and not provided by law (for example, an agreement on the transfer of know-how).

simple and mixed. (A mixed contract is a contract that contains elements of various contracts provided for by law or other legal acts).

basic and additional (accessory). Additional agreements include agreements that provide for ways to ensure the fulfillment of obligations (pledge, deposit, etc.)

and others.

The following types of contracts are specifically identified by law:

public contract,

accession agreement,

preliminary agreement,

agreement for the benefit of third parties.

In accordance with Art. 426 of the Civil Code, a public contract is a contract concluded by a commercial organization and establishing its obligations to sell goods, perform work or provide services that such an organization, by the nature of its activities, must carry out in relation to everyone who applies to it (retail trade, transportation by public transport , communication services, energy supply, medical, hotel services, etc.).

Signs of a public contract:

one of the parties to the contract is a commercial organization,

by the nature of its activities, this organization must sell goods, perform work or provide services to everyone who contacts it, which is an exception to the principle of freedom of contract. The refusal of a commercial organization to conclude a public contract, if it is possible to provide the consumer with the relevant goods, services, perform the relevant work for him, is not allowed,

a commercial organization is not entitled to give preference to one person over another in relation to the conclusion of a public contract, except in cases provided for by law and other legal acts,

the price of goods, works and services, as well as other conditions

are set the same for all consumers, with the exception of

cases when the law and other legal acts allow

provision of benefits for certain categories of consumers.

The accession agreement differs from other agreements in terms of the way it is concluded.

In accordance with Art. 428 of the Civil Code of the Russian Federation, an accession agreement is a contract, the terms of which are determined by one of the parties in formularies or other standard forms and could be accepted by the other party only by joining the proposed agreement as a whole. Thus, the acceding party cannot negotiate the terms of the contract.

Consequences of joining the treaty. The party acceded to the agreement has the right to demand termination or amendment of the agreement, if the accession agreement, although not contrary to law and other legal acts, but:

deprives that party of the rights normally granted under contracts of this type,

excludes or limits the liability of the other party for breach of obligations

or contains other conditions that are clearly burdensome for the acceding party, which it, based on its reasonably understood interests, would not accept if it had the opportunity to participate in determining the terms of the contract.

A preliminary agreement is an agreement under which the parties undertake to conclude in the future an agreement on the transfer of property, performance of work or provision of services (main agreement) on the terms provided for in the preliminary agreement (Article 429 of the Civil Code of the Russian Federation). For example, when selling an apartment, the seller entered into a preliminary agreement, which provides for the obligation to conclude a contract for the sale of an apartment in the future, provided that the seller finds a suitable option for buying another apartment. Features of the preliminary agreement:

the preliminary contract contains the obligation of the parties to conclude the main contract in the future,

it must contain all the essential terms of the main contract, otherwise the contract is invalid,

the preliminary agreement is concluded in the form established for the main agreement, and if the form of the main agreement is not established, then in writing. Failure to comply with the rules on the form of a preliminary contract entails its nullity,

the preliminary contract specifies the time period within which the parties undertake to conclude the main contract. If such a period is not specified in the preliminary agreement, the main agreement is subject to conclusion within a year from the date of conclusion of the preliminary agreement.

In cases where the party that entered into the preliminary agreement evades the conclusion of the main agreement, the other party has the right to apply to the court with a demand to compel the conclusion of the agreement. A party that unreasonably avoids concluding a contract must compensate the other party for the losses caused by this.

An agreement in favor of a third party is an agreement in which the parties have established that the debtor is obliged to perform performance not to the creditor, but to a third party specified or not specified in the contract, who has the right to demand from the debtor the performance of the obligation in his favor (Article 430 of the Civil Code of the Russian Federation) . So, for example, a trust management agreement may be concluded not in favor of the founder of the management, but in favor of a third party (beneficiary).

Unless otherwise provided by law, other legal acts or the contract, from the moment the third party expresses to the debtor the intention to exercise their right under the contract, the parties cannot terminate or change the contract they have concluded without the consent of the third party.

Definition of a contract. The contract is a deal. The contract is a relationship. The contract is a document. The meaning of the contract.

1. The concept of a contract. The term "contract" itself, like many other legal concepts, has several meanings that are usually distinguished:

a) an agreement - a transaction, a legal fact;

b) contract - legal relationship;

c) contract - a document fixing the agreement.

2. The concept of a contract as a transaction and a legal fact is formulated in Art. 420 of the Civil Code of the Russian Federation: an agreement of two or more persons on the establishment, change or termination of civil rights and obligations is recognized as an agreement.

In this sense, the contract acts as a kind of transaction. Bilateral and multilateral transactions are called contracts largely because if there is more than one party in the transaction, the will of its participants must be coordinated. The very term "agreement" just marks the result of such an agreement: what the parties agreed to in the process of conversation (negotiations). Within the framework of this meaning, the contract, like any transaction, acts as a kind of legal fact (as a legal act), and its main function is the generation of legal relations or the change or termination of previously arisen legal relations. “We have concluded an agreement”, “this is too unprofitable an agreement”, “such an agreement will not suit me” - these are examples of the use of the term “agreement” in the indicated meanings.

The contract ... is an elementary or complex system of expressions of will, organically embodied in the mutual agreement of the parties.

(O.A. Krasavchikov)

When it comes to a contract in the sense of a legal fact, it has all the signs of transactions: it belongs to such a variety of legal facts as a legal act, i.e. action directly aimed at achieving a certain legal result. As for other transactions, the presence and importance of the legal purpose and the unimportance of the motives for which the contracts are concluded are characteristic of the contract. Contracts are also subject to all rules on the invalidity of transactions.

As transactions, contracts can be divided into consensual and real, reimbursable and gratuitous, unilaterally binding and mutual. They can also be conditional, aleatory, and fiduciary.

From the concept of a contract in Art. 420 of the Civil Code of the Russian Federation, its connection with the legal definition of a transaction contained in Art. 153 of the Civil Code of the Russian Federation. The difference comes down to the fact that a deal is an action, and a contract is an agreement, i.e. this kind of transactions, which is associated with the coordination of the will of several, at least two subjects. That is, the contract implies the presence of the will of several participants, the mutual orientation of these declarations of will (or the opposite direction) and their consistency with each other. The latter means that the will of each of the parties to the contract does not exist by itself (as is the case in a unilateral transaction), it is expressed in the presence of a counter will of the other party, awareness of the content of this counter will and its consideration, agreement with it, the absence of contradictions, implies a certain combination of these expressions of will and the subsequent joint implementation of the expressions of will existing and combined in the contract.

Like any other transaction, the contract has a clear focus on the legal result - the emergence, change or termination of civil rights and obligations.

But, unlike a number of unilateral transactions (such as the adoption of a will or the rejection of it), contracts not only give rise to legal relations, but also independently (together with the norms of the law) determine their content. For the period of validity, they acquire legal force for the participants of the parties, bind them in the same way as the law.

The contract, acting as a source of rights and obligations of the subjects of legal relations, is a means of sub-normative regulation, determines the model (program) for the emergence and development of a legal relationship between the debtor and the creditor.

(S.S. Alekseev)

3. In another definition, the term in question means the legal relationship itself that arose from the transaction.

It is necessary to distinguish between a contract as a transaction and as a contractual obligation arising as a result of its conclusion. The rights and obligations of counterparties under the contract are their rights and obligations as parties to the obligation and constitute the content of the latter, while the transaction only defines (names) them and makes them legally valid. Further fulfillment by the parties of the contractual terms is nothing more than the fulfillment of an obligation.

(E.A. Sukhanov)

And here already there is no generation of legal consequences (they just arise as a result of the transaction), but their implementation. For example, when the parties have previously entered into a sale and purchase transaction, then the subsequent transfer of goods by the seller, its acceptance by the buyer, payment and other aspects of this obligation is the next stage. It is also often referred to as a contract, for example, when we say "I am in the contract", "I have withdrawn from the contract", "our contract has not ended yet."

In this sense, the contract is considered as an obligation, and in this capacity all the characteristics of the legal relationship of obligations are applicable to it: the urgency of existence, the relative nature, the certainty of the content, etc.

Despite the seeming unimportance of such differences in the definitions of one word, they sometimes play a significant role. This can be seen in the example of such legal categories as "termination of the contract" and "invalidity of the contract". In the first case, we are talking about a contract as a legal relationship that has already arisen, had some extent in time and which, for certain reasons, can be terminated or terminated. In the second, on the contrary, the word "contract" has the meaning "deal", and the category "validity" in civil law is connected with the fact that transactions (including contracts as their varieties) give rise to legal consequences. And in case of invalidity, this does not happen, and the contract, which can be discussed in relation to the expression "invalidity of the contract", as a transaction will be untenable, which means that it will not be able to give rise to a further stage of realization of rights and obligations, since they simply will not arise. The term "termination of the contract" cannot refer to transactions (implying the presence of a continuing state that must be interrupted), just as the term "invalidity of the contract" could not refer to legal relations, since a legal relationship is either generated or not, but it cannot be "invalid".

The first and second of the above meanings of the term "contract" correlate with each other as cause and effect, as potential energy and real energy, if we use figurative comparisons. That is, "contract - transaction" gives rise to "contract - legal relationship of obligations" and determines its nature.

4. In addition, there is also the practice of calling the contract the document itself (written or electronic), which reflects the terms of the transaction. And this meaning is meant in expressions like "I study the contract", "we signed the contract", "he mailed the contract to me". This definition does not have a fundamental difference from the first meaning, and often both meanings of this term coincide in a number of expressions, for example, in the expression "we agree on a contract."

The meaning of the contract as a document is narrower and more applied, although in a certain sense it combines the other two - the document embodies the terms of the transaction, which, after the entry into force of the contract, become legal conditions that formulate the content of the rights and obligations of the parties that have arisen.

This chapter focuses primarily on the first meaning of the term under consideration. But in real life, of course, all three approaches occur, and it is important to be able to distinguish between them.

5. Significance of the contract. Currently, the contract draws up the most common type of obligations. Obligations arising from the conclusion of contracts are called contractual obligations. The contract is the most acceptable way to generate obligations between the subjects of civil relations. It is within the framework of the contractual form that each of them has the opportunity to formulate the legal interest that he wants to achieve as a result of the implementation of the contract. Having coordinated his will in this with the counterparty, without which the achievement of the desired goal is impossible, obliging to him, in turn, to realize his legal interest, the subject thereby decides both his personal private interests and the interests of the state and society as a whole. After all, it is in the interests of society to have such a state of affairs in which each private subject can set and achieve his own private goals, and in such a way that for this purpose is most acceptable in relation to each subject.

Thus, the concept of "agreement" covers both most of the transactions (excluding unilateral ones), when it comes to a contract in the first sense of the above, and most of the obligations, legal obligations - in those cases when the term itself is used in the second sense.

The contract, therefore, is the most important legal instrument for the implementation of such principles of the method of regulating civil relations as discretion and autonomy of the will of participants in civil legal relations. It is important in it both that it allows subjects of civil law to set goals for themselves and outline ways to achieve them, and that this legal instrument is sanctioned by the state and enjoys state protection in case of violations or shortcomings during its conclusion (for this, there are such institutions, as the invalidity of transactions, non-conclusion of the contract) and in case of non-fulfillment already at the stage of entry into force and implementation (for this, the rules on contractual liability, termination and amendment of the contract are intended).

The variety of contractual forms makes it possible to implement almost any legitimate legal interest of people and their teams. Moreover, the freedom of the contract allows not to dwell only on those contractual forms that are already provided for by law, but to give free rein to law-making.

We can safely say that the concept of "contract" is specifically civil law, although with the development of legislation, even the so-called "administrative contracts" began to appear. But still, the contract embodies almost all the most specific features inherent in civil law as a branch of law, and without this most important universal legal instrument, the implementation of the functions facing civil law as a branch would not be possible.

If we touch on the economic side of the issue, then it is the contract that sets the economic turnover in motion. The contract is the main driving link in the functioning of a market economy. This is determined by the fact that the cornerstone of the market type of economic development is the equal exchange of economic benefits. And the exchange just implies the presence of a large number of bilateral relations, within the framework of which, in fact, it takes place, and the legal form that this exchange takes is called a contract. It is the function of market exchange that is implemented by reimbursable contracts - they embody the principle of equivalent exchange. Gratuitous contracts are necessary because life is not limited to a dry economy, there is a place in it for other types of relationships, without exchange, including those related to disinterested care for someone, supporting one’s neighbor and not only neighbor.

The civil law contract is designed to ensure stability, stability and certainty of property and personal non-property relations in key areas of society (the status of the individual, property, civil circulation, inheritance, etc.). It implements the most important beginning of people's life activity - the solution of vital issues on the basis of consent, dialogue, mutually agreed will.

(S.S. Alekseev)

The foregoing determines the fact that in those economic systems that are based not on a contract, but on other economic principles - for example, in a planned economy - the contract plays a much less prominent role, it is secondary and subordinate to administrative legal acts emanating from the state. In Soviet times, treaties often only clarified and concretized the planning targets issued by the USSR State Planning Committee, prescribing to economic entities with whom and in what volumes to enter into relations. Consequently, a large role of the contract is inherent in the market economy and requires, accordingly, developed legislation on contracts.

an agreement between two or more persons (parties, groups of persons) on the establishment, change or termination of civil rights and mutual obligations (loan, purchase and sale, contract, etc.); The contract can be concluded in oral, written or notarial form.

Great Definition

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CONTRACT

English contract) - an agreement between two or more parties to establish, change or terminate civil rights and obligations (Article 420 of the Civil Code of the Russian Federation), a type of transaction. A contract is the most common basis for the emergence of obligations. The property interests of the parties are recorded in the D., which subsequently allows the parties to demand their implementation. D. can be reimbursable and non-reimbursable. Compensatory is D., according to which the party must receive payment or other consideration for the performance of his duties, for example. purchase and sale, rent. A gratuitous contract (contract of beneficiance/ gratutious contract) is a contract of donation, an interest-free loan, etc. There are consensual and real contracts. Consensual (consensual contract) is considered a contract, for the conclusion of which the agreement of the parties is sufficient (purchase and sale, contract, lease). In order for a real contract to be considered concluded, in addition to the agreement, the transfer of a thing from one side to the other (loan, transportation, storage agreements) is required. Special types are public contracts, accessions, preliminary and in favor of a third party. Public (public contract) is recognized D., to-ry commercial. the organization, in accordance with the nature of its activities, is obliged to conclude with everyone who applied to it (retail trade, transportation by public transport, communication services, etc.). An adhesion contract is considered a depository, the terms of which are defined by one of the parties in forms or other standard forms and can be accepted by the other party by joining the proposed depository as a whole (for example, a bank deposit agreement signed in the form form). A preliminary agreement (inchoute contract) is an agreement between the parties on the conclusion of the main agreement in the future on the terms stipulated by the preliminary agreement. According to an agreement in favor of a third party, the debtor is obliged to perform performance not to the creditor, but to a third party who has the right to demand from the debtor the performance of the obligation in his favor (for example, a bank deposit agreement in the name of a relative of the depositor). D. depending on the legal consequences and economic. the results of their conclusion and execution are divided into contracts aimed at the transfer of property into ownership, the transfer of property for temporary use, as well as contracts for the performance of work, the provision of services, and others. The law does not establish an exhaustive list of types of agreements. In accordance with the principle of freedom of agreements, the parties may conclude agreements that are not provided for by law, but do not contradict it. The conclusion of mixed D. is also possible, i.e. containing elements decomp. D. The terms of D. are determined at the discretion of the parties, except when the content is appropriate. conditions prescribed by law. Conditions can be essential, ordinary and random. Essential (condition) - a condition, without agreement to-rogo D. is recognized as non-concluded. Conditions about the subject of D. are always considered essential, conditions that are such according to the law or are necessary for D. of this type, as well as conditions regarding which, at the request of one of the parties, an agreement must be reached. Conditions are usual, to-rye are characteristic for given D. and are provided in the legislation on this D. These conditions, as a rule, are defined by dispositive norms (see. Civil law), and the parties have the right to change them. In the absence of an ordinary term in a D., its content is established in accordance with the law. Random conditions (contingent terms) are conditions that the parties agree on in addition to other conditions and to-rye reflect the specifics of their relationship. D. can be concluded in any form provided for transactions, if the law does not establish a specific form for D. of this type. D. is concluded by sending an offer (offer to conclude an agreement) by one of the parties and its acceptance (acceptance of the offer) by the other party. D. is considered concluded at the time of receipt of acceptance, if between the parties, in the form required in the relevant cases, an agreement is reached on all its essential conditions. An agreement in writing can be concluded by drawing up a single document signed by the parties, as well as by exchanging documents by postal, telegraph, teletype, telephone, electronic or other communication, which makes it possible to reliably establish that the document comes from the party according to D. Failure to perform or improper performance D. entails liability in the form of the obligation of the guilty party to compensate for the losses caused to the other party, as well as to pay the penalty provided for by law, or D. Payment of the penalty and compensation for damages in the event of improper performance of the obligation does not relieve the debtor from the performance of the obligation in kind, unless otherwise E. Compensation for damages in the event of non-fulfillment of an obligation and payment of a penalty for its non-fulfillment release the debtor from fulfilling the obligation in kind, unless otherwise provided by law or contract

Great Definition

Incomplete definition ↓

Treaty - an agreement of two or more parties aimed at establishing, changing or terminating civil rights and obligations, a type of transaction. The term CONTRACT also denotes a civil legal relationship arising from the CONTRACT, and a document that sets out the content of the CONTRACT concluded in writing. Citizens, legal entities, the state can be parties to the agreement. CONTRACT is one of the most common legal facts; it is a convenient and effective legal form for establishing various economic and other ties between citizens, enterprises and organizations. The conclusion of an AGREEMENT allows taking into account the peculiarities of the relationship between the parties, reconciling their individual interests, and also creates legal guarantees for its participants: a unilateral change in the terms of the AGREEMENT is not allowed, and their violation entails the obligation to compensate for the losses caused. CONTRACT is also widely used in foreign trade, where it is usually referred to as a contract. General rights regarding the conclusion and execution of the AGREEMENT are contained in the civil legislation and civil codes of the Russian Federation and other states. The procedure for concluding and executing CONTRACTS is also determined in special regulations on certain types of CONTRACTS. Most CONTRACTS are of a reimbursable nature: each of the participants in the CONTRACT receives a certain material or other benefit (property, money, services, rights). Only some CONTRACTS that are usually used in everyday life are gratuitous (donation, gratuitous storage, use of property); the party providing the free service usually bears less strict liability for non-performance of the CONTRACT. Depending on the nature of the legal consequences generated by the AGREEMENT, it is necessary to distinguish between final and preliminary AGREEMENTS. The final AGREEMENT gives the parties the rights and obligations aimed at achieving the goals they are interested in, and determines all the conditions of the AGREEMENT. The preliminary AGREEMENT gives rise to the obligation for the parties to conclude the AGREEMENT in the future or additionally agree on some of its conditions (quantity, price, etc.). Such CONTRACTS are often used in foreign trade. The usual type of BEFORE AGREEMENT is an AGREEMENT in favor of a third party. The legislation of the Russian Federation does not establish an exhaustive list of types of CONTRACTS. Civil rights and obligations arise from transactions, although not provided for by law, but not contrary to it. Therefore, it is possible to conclude CONTRACTS that are not directly provided for by law. It is also possible to conclude the so-called. mixed CONTRACTS, i.e. combining the features of various types of CONTRACTS. If the terms of such CONTRACTS are incomplete, the rules of the general provisions of the law of obligations and the rules governing the most similar CONTRACT shall apply to them. The terms of the AGREEMENT prescribed by law are binding on the parties. According to the legal meaning, the conditions (clauses) of the AGREEMENT can be essential, ordinary and accidental. Conditions are essential, without the agreement of which the CONTRACT will not acquire legal force, i.e. it is not considered concluded. According to the Civil Code of the RSFSR, these are those clauses of the AGREEMENT that are recognized as essential by law, necessary for this type of AGREEMENT, as well as those clauses regarding which, at the request of one of the parties, an agreement should be reached. In all cases, to conclude a CONTRACT, an agreement on its subject matter is necessary, and since most CONTRACTS are paid, an agreement on the price is mandatory. Other essential conditions should be determined on the basis of the rules governing the relevant type of CONTRACTS. The usual conditions are typical for CONTRACTS of this type, provided for by law and binding on the participants in the CONTRACT. As a general rule, they are determined by dispositive norms, and the parties have the right to deviate from them. Random conditions are those that the parties agree in addition to the usual terms of the AGREEMENT and which reflect the features of their relationship and specific requirements for the subject of the AGREEMENT, the procedure for its execution, and liability for non-performance. The conclusion of the AGREEMENT begins with sending to the other party a proposal for its conclusion - an offer. Consent with the offer is called acceptance, and its receipt is considered the conclusion of the AGREEMENT. The conclusion of the CONTRACT is possible by signing by the parties of a pre-prepared text. In the event of non-fulfillment or improper fulfillment of the AGREEMENT, the parties shall bear civil liability, consisting in the payment of the penalty provided for by law or the AGREEMENT and compensation for the losses caused. Due to the principle of real performance of obligations, the payment of a penalty and compensation for damages, as a general rule, do not release from the obligation to fulfill the concluded CONTRACT in kind.

Treaty

an agreement of two or more parties aimed at establishing, changing or terminating civil rights and obligations, a type of transaction. The term CONTRACT also denotes a civil legal relationship arising from the CONTRACT, and a document that sets out the content of the CONTRACT concluded in writing. Citizens, legal entities, the state can be parties to the agreement. CONTRACT is one of the most common legal facts; it is a convenient and effective legal form for establishing various economic and other ties between citizens, enterprises and organizations. The conclusion of an AGREEMENT allows taking into account the peculiarities of the relationship between the parties, reconciling their individual interests, and also creates legal guarantees for its participants: a unilateral change in the terms of the AGREEMENT is not allowed, and their violation entails the obligation to compensate for the losses caused. CONTRACT is also widely used in foreign trade, where it is usually referred to as a contract. General rights regarding the conclusion and execution of the AGREEMENT are contained in the civil legislation and civil codes of the Russian Federation and other states. The procedure for concluding and executing CONTRACTS is also determined in special regulations on certain types of CONTRACTS. Most CONTRACTS are of a reimbursable nature: each of the participants in the CONTRACT receives a certain material or other benefit (property, money, services, rights). Only some CONTRACTS that are usually used in everyday life are gratuitous (donation, gratuitous storage, use of property); the party providing the free service usually bears less strict liability for non-performance of the CONTRACT. Depending on the nature of the legal consequences generated by the AGREEMENT, it is necessary to distinguish between final and preliminary AGREEMENTS. The final AGREEMENT gives the parties the rights and obligations aimed at achieving the goals they are interested in, and determines all the conditions of the AGREEMENT. The preliminary AGREEMENT gives rise to the obligation for the parties to conclude the AGREEMENT in the future or additionally agree on some of its conditions (quantity, price, etc.). Such CONTRACTS are often used in foreign trade. The usual type of BEFORE AGREEMENT is an AGREEMENT in favor of a third party. The legislation of the Russian Federation does not establish an exhaustive list of types of CONTRACTS. Civil rights and obligations arise from transactions, although not provided for by law, but not contrary to it. Therefore, it is possible to conclude CONTRACTS that are not directly provided for by law. It is also possible to conclude the so-called. mixed CONTRACTS, i.e. combining the features of various types of CONTRACTS. If the terms of such CONTRACTS are incomplete, the rules of the general provisions of the law of obligations and the rules governing the most similar CONTRACT shall apply to them. The terms of the AGREEMENT prescribed by law are binding on the parties. According to the legal meaning, the conditions (clauses) of the AGREEMENT can be essential, ordinary and accidental. Conditions are essential, without the agreement of which the CONTRACT will not acquire legal force, i.e. it is not considered concluded. According to the Civil Code of the RSFSR, these are those clauses of the AGREEMENT that are recognized as essential by law, necessary for this type of AGREEMENT, as well as those clauses regarding which, at the request of one of the parties, an agreement should be reached. In all cases, to conclude a CONTRACT, an agreement on its subject matter is necessary, and since most CONTRACTS are paid, an agreement on the price is mandatory. Other essential conditions should be determined on the basis of the rules governing the relevant type of CONTRACTS. The usual conditions are typical for CONTRACTS of this type, provided for by law and binding on the participants in the CONTRACT. As a general rule, they are determined by dispositive norms, and the parties have the right to deviate from them. Random conditions are those that the parties agree in addition to the usual terms of the AGREEMENT and which reflect the features of their relationship and specific requirements for the subject of the AGREEMENT, the procedure for its execution, and liability for non-performance. The conclusion of the AGREEMENT begins with sending to the other party a proposal for its conclusion - an offer. Consent with the offer is called acceptance, and its receipt is considered the conclusion of the AGREEMENT. The conclusion of the CONTRACT is possible by signing by the parties of a pre-prepared text. In the event of non-fulfillment or improper fulfillment of the AGREEMENT, the parties shall bear civil liability, consisting in the payment of the penalty provided for by law or the AGREEMENT and compensation for the losses caused. Due to the principle of real performance of obligations, the payment of a penalty and compensation for damages, as a general rule, do not release from the obligation to fulfill the concluded CONTRACT in kind.

The most important invention in human history is the written contract. It allows people
put on paper all the reasons why they do not trust each other.
Alexey Pimanov, journalist, author and presenter of the program "Man and Law".

Treaties are the most extensive group of documents used in many areas of society. The concept of a contract is considered in various branches of law, for example, a civil law contract, a regulatory contract, an employment contract, a commercial contract, etc.

In the Civil Code of the Russian Federation, chapter 27 "Concept and terms of the contract" is devoted to this concept. In accordance with Article 420 of the Civil Code of the Russian Federation, "a contract is an agreement between two or more persons on the establishment, change or termination of civil rights and obligations."

The term "agreement" itself is deciphered in a complex way - both as an agreement, and as a document fixing this agreement, and as an emerging obligation. Therefore, in each specific case, it should be determined in which of the given meanings this term is used.

Let's define a contract as a type of document. An agreement (contract) is a document (description of an agreement) in which the relationship between the signatory parties is regulated by law or other conditions provided for in it. . How this document is developed and executed depends on its legal force.

When drawing up an agreement (contract), it must be remembered that it must fulfill two main functions :

describe the essence of the agreement reached in accordance with the requirements of the law;
determine the degree of possible deviations from the agreed terms and the responsibility of the parties for such deviations.

Despite external diversity, the structure of many contracts provides for the following sections :

1. Introduction (preamble) :

the name of the agreement (for example, a purchase and sale agreement, a loan agreement, an agreement for the performance of works or services, etc.);
date and place of signing (settlement) of the contract;
full name of the contracting parties:
- for a legal entity- the corporate name of the enterprise (organization) and the person representing the enterprise (position, last name, first name, patronymic), as well as the name of the document from which his authority to sign the contract follows (Charter, Regulations, power of attorney or other legal document);
- for an individual- surname, name and patronymic, if necessary - passport data;
the name of the party under the agreement (for example, "Seller", "Borrower", "Bank", "Supplier", "Contractor", etc.).

2. Subject of the contract, rights and obligations of the parties :

Actually the subject of the contract - the issues on which the parties specifically agree, and the grounds for performing work under the contract. For example, the subject of a sale and purchase agreement is a product, the subject of an author's agreement is certain rights to use a specific work of the author, the subject of an agreement for design and construction work is design and estimate documentation for the construction of a specific object, etc.;
technical conditions of the contract;
rights and obligations of the parties under the contract;
the price of the contract (cost of work), the form of payment and the procedure for settlements between the parties;
the procedure for the delivery and acceptance of work, the provision of services;
term for the parties to fulfill their obligations.

3. Additional terms of the contract - includes conditions that are not mandatory in every contract, but their presence significantly affects the rights and obligations of the parties, as well as the procedure for their implementation. These conditions include:

the responsibility of the parties;
ways to secure obligations;
conditions for early termination of the contract unilaterally and the procedure for actions of the parties in case of unilateral termination of the contract;
conditions on the confidentiality of information under the contract;
procedure for resolving disputes between the parties under the contract.

4. Other terms of the contract may include the following questions:

legislative and other documents (except for the contract) regulating the relations of the parties;
conditions on the means and methods of communication between the parties;
number of copies of the contract, etc.

5. Final part :

contract time;
details of the parties;
applications;
signatures and seals of the parties.

Memorandum of Association as an organizational and legal document of an enterprise (organization)

One of the constituent documents of a legal entity may be a constituent agreement, which is concluded between its founders (participants) and enters into force from the moment of its signing, unless another period is stipulated in the agreement itself.

Memorandum of association - this is an agreement in which the parties (founders) undertake to create a legal entity and determine the procedure for joint activities to create it, the conditions for transferring their property to it and participating in its activities. The agreement also defines the conditions and procedure for the distribution of profits and losses among the participants, management of the activities of a legal entity, withdrawal of founders (participants) from its composition.

Article 52 of the first part of the Civil Code of the Russian Federation determines the content of the constituent documents of a legal entity, including the content of the constituent agreement:

“The constituent documents of a legal entity must determine the name of the legal entity, its location, the procedure for managing the activities of the legal entity, as well as contain other information provided for by law for legal entities of the corresponding type. The constituent documents of non-profit organizations and unitary enterprises, and in the cases provided for by law also of other commercial organizations, must define the subject and goals of the activity of the legal entity. The subject and certain goals of the activities of a commercial organization may be provided for by the constituent documents and in cases where this is not mandatory by law.

Additional information on the content of the founding agreement is set out in Article 70 of the Civil Code of the Russian Federation (founding agreement of a general partnership), Article 83 of the Civil Code of the Russian Federation (founding agreement of a limited partnership).