The Supreme Court issued Ruling No. 305-ES24-12864, dated October 31, in case No. A40-191684/2022, explaining what must be taken into account when resolving a dispute over the settlement of disagreements on specific terms of a sale and purchase agreement.

In the outlined case, the company challenged a significant number of the provisions of the purchase and sale agreement proposed to be concluded by the Moscow City Property Department for the privatization of the premises leased by the company. The lower courts established the value of the property in accordance with the results of the expert report. However, they refused to review any other clauses of the agreement. In their opinion, the fact that the standard terms of the contract are set forth in a legal act does not provide grounds for their revision. This would put the company in an advantageous position compared to other commercial entities. Consequently, this would lead to a violation of competition law.

Nevertheless, the Supreme Court sent the case for retrial, indicating that the court should have assessed the versions of the agreement proposed by both parties. In addition, it was noted that the legislation does not prohibit the possibility of settling contentious issues regarding standard forms of contracts in court.

In her comment to “Advokatskaya Gazeta” (Russian Advocacy Newspaper), TV&P lawyer Ekaterina Schmitt noted that the Supreme Court once again reminded the courts of the legal nature of standard forms of contracts approved by government bodies. In her opinion, this case is notable for the scale of the amendments proposed by the plaintiff to the approved standard contract. The fact that almost all provisions of the said contract were challenged, probably served as the basis for the lower courts' conclusion that such changes contradict the legislation on the protection of competition. Indeed, the overwhelming majority of cases in this category of disputes are contesting only the sale price. At the same time, specific statistics do not always mean that there exists a rule. Indeed, even though actually there are very few such disputes about other terms of the contract for the purchase of state property, such disputes still took place in judicial practice, and their outcome corresponded to the explanations of the Supreme Court. Ekaterina Schmitt added that if we look at the text of Order No. 115 of June 9, 2012, which approved the form of the purchase and sale agreement, we can see that it already uses the term "model" about the disputed agreement. "That is, the lower courts, limiting themselves to a reference to the fact that the form was approved by a regulatory legal act and, apparently, by judicial statistics data, did not examine the legal nature of such a form based on the basic provisions of the Civil Code," she summarized.

“Advokatskaya Gazeta” (Russian Advocacy Newspaper) is the official body of the Russian Federal Bar Association (published since 2007). The Newspaper’s publications are devoted to the most important legal topics, case law, as well as legal practice and issues of advocacy.

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