Civil Law #4
Zhanat Alimanov, assistant professor
Remark
CONTRACT
Rescission*
art. 401
Damages
& discharge of
obligations
Termination**
art. 367
Voidance***
art. 159
Restitution
*расторжение; **прекращение; *** признание недействительным
Home assignment
13.
Section 1 (General
Provisions), Labor Code
14.
Section 2 (Employment
Relationships), Labor Code

Find out what are the
differences between Civil &
Labor Codes (with
references to articles).
Terms
1.
To rescind – расторгнуть
2.
Rescission – расторжение
3.
Material Breach – существенное нарушение
4.
Unilateral Refusal – односторонний отказ
Step 1 (Formation of Contract)
Is there an
offer? (art. 393-5)
Is there an
acceptance?
(art. 397)
If not, is there a
counteroffer?
(art. 396)
If yes, there is a
CONTRACT
Step 2 (How to avoid contract obligations?)
CONTRACT
FORM
(форма,
articles 151, 152, 153)
No witnesses
or
Restitution
DEFENSES
EXCUSES
(основания
недейств-сти,
art. 159)
(Освобождение от
Ответ-ти, ст. 359, 374,
404)
Restitution
Restitution
PLAN
VI.
Excuses from Liabilities
VII.
Breach vs. Material Breach (Rescission)
VI. Excuses from Liabilities
Example 1
Andrei agreed to build a two storied
(двухэтажный) pub for Boris for
10 mln. They made contract.
When Andrei was digging foundation
of the pub. He found underground
waters which would 40 times
increase cost of the construction, up
to 400 mln.
Andrei says that it is impossible to
implement the contract.
Example 1
Is Andrei excused
(освобождается)
from his obligations?
Example 1
Is Andrei excused
(освобождается)
from his obligations?
NO. Art. 359 (2) & 374
EXCUSE from Liability Art. 359 (2) & 374
1.

Impossibility
Impossibility: must be real, not
commercial
Example 2
Let’s assume that Andrei invested
heavily in foundation as well as tried
to divert the waters, but failed to
provide sufficiently solid foundation.
Given such foundation, Andrei
managed to build only one storied
(одноэтажный) pub. Besides, he
was one month late.
Boris sues for damages including
lost profit.
Example 2
1.
Was Andrei in breach
of contract?
What are
consequences of the
breach?
2.
3.
Does Andrei have to
pay damages?
Example 2
1.
Was Andrei in breach
of contract? Art. 349
What are
consequences of the
breach? Art. 350
2.
3.
Does Andrei have to
pay damages? NO. Art.
359.
EXCUSE from Liablity (articles 359, 404)
2.

NOT GUILTY
Not Guilty: he did everything
that he could to perform
properly
VII. Breach vs. Material Breach
Example 3
Let’s assume that Boris considers
this as material breach of contract.
He would like to rescind the contract.
What are the differences
between
A.
1.
2.
Material breach (Rescission);
Breach?
What are the differences
between consequences of:
B.
1.
2.
Material breach (Rescission);
Breach?
Consequences (art. 401, 403, 354)
BREACH
Material
Ordinary
Rescission
No Rescission
NO OBLIGATIONS
OBLIGATIONS
Example 3
Let’s assume that Boris considers
this as material breach of contract.
He would like to rescind the contract.
What are the differences between
consequences of:
(1)
Material breach (Rescission); Boris
does NOT have to pay money
under the contract & right to
damages
(2)
Breach? Boris has to pay money,
he has the right only to damages.
Step 1 (Formation of Contract)
Is there an
offer? (art. 393-5)
Is there an
acceptance?
(art. 397)
If not, is there a
counteroffer?
(art. 396)
If yes, there is a
CONTRACT
Step 2 (How to avoid contract obligations?)
CONTRACT
FORM
(форма,
articles 151, 152, 153)
No witnesses
or
Restitution
DEFENSES
EXCUSES
(основания
недейств-сти,
art. 159)
(Освобождение от
Ответ-ти, ст. 359, 374,
404)
Restitution
Restitution
Step 3 (Consequences for Non-Compliance)
CONTRACT
MATERIAL
BREACH
BREACH
(нарушение,
art, 359)
(сущест. нарушение, art. 401)
Damages (убытки)
*расторжение => прекращение обязательств
Damages (убытки) &
Discharge of obligations
(Rescission*)