When Article 102 applies
In external administration, Article 102(1) gives the administrator three months from introduction of that stage to refuse the debtor’s contracts and other transactions. Paragraph 2 concerns transactions remaining wholly or partly unperformed and two alternative grounds: an obstacle to restoring solvency, or losses to the debtor compared with analogous transactions in comparable circumstances.
A bankruptcy case number alone is insufficient. Identify the performance still outstanding and why continuing the contract meets the statutory ground invoked. Comparing prices alone, without scope, quality, timing and performance terms, may not establish comparability.
For liquidation proceedings, Article 129(3) refers to Article 102 but includes a special prohibition where circumstances prevent restoration of the debtor’s solvency. Do not mechanically transfer the external-administration analysis to liquidation. The ground and applicable special rules need separate assessment.
Termination date and statutory exceptions
Under Article 102(3), in the cases described in paragraph 2, the contract is terminated when all parties receive the refusal statement. The date printed on a letter, dispatch and receipt are different events. Retain delivery information for every participant in a multilateral contract.
Paragraph 5 excludes contracts made during observation with the interim administrator’s consent, or during financial rehabilitation, provided they were entered into in accordance with bankruptcy law. Financial contracts meeting Article 4.1 requirements have the special paragraph 6 rule concerning all relevant existing contracts between the parties. Those arrangements need separate review.
Refusal is distinct from transaction avoidance, mutual termination and termination on general civil-law grounds. Grounds, effects and evidence differ.
Notice review checklist
| Question | Evidence | Why it matters |
|---|---|---|
| Who issued the refusal? | Appointment order, KAD and EFRSB records | Authority at the relevant date |
| Which stage and dates? | Order introducing the procedure and notice | Article 102 or the special Article 129 rule |
| Which contract and outstanding performance? | Contract, amendments, acceptance records and payments | Precise scope and remaining obligations |
| Why would continuation cause harm? | Calculation and comparable offers | Testing the statutory ground |
| When did each party receive it? | Postal records and agreed electronic delivery | Date of the legal consequence |
| Does an exception apply? | Interim consent and contract formation records | Article 102(5) review |
Check KAD and EFRSB using the company’s identifiers. A message from an unknown sender does not establish authority.
Response and evidence file
- Keep the contract, amendments, notice and envelope or electronic delivery records.
- Build a timeline of the stage’s introduction, performance and notice receipt.
- Reconcile outstanding obligations and money, goods or work already transferred.
- Request the specific grounds, calculation and authority details if missing.
- Record reasoned objections supported by documents.
- If disputed, identify the proper court remedy, parties and procedural deadlines. An objection letter does not replace proceedings or automatically stop time running.
✉️ Hypothetical counterparty response outline
“We received the notice dated … concerning contract … . Our records show performance of … and an outstanding balance of … . Our objections are …, supported by … . Please provide the specific grounds, calculation and delivery information. Existing debt and refusal-related losses will be assessed separately; this response does not acknowledge the refusal’s validity or waive our rights.” Add the actual facts, date and signature and preserve dispatch evidence.
Losses: calculation and proof
Article 102(4) allows a counterparty to seek compensation from the debtor for losses caused by the refusal. It does not automatically establish every claimed amount. The legal basis, causation, amount and reasonable steps to reduce losses require evidence.
Hypothetical example: refusal required a comparable substitute contract at RUB 620 000 instead of RUB 500 000, a difference of RUB 120 000. That calculation alone does not prove recoverable loss: comparability, an actual replacement transaction and causation must be shown. Do not count a refunded advance or compensated amount twice.
Existing payment debt, return of an advance and refusal-related losses should not be combined without legal classification. The filing route, current-payment or registered-claim status and priority depend on the basis and time the obligation arose. The general route is explained in the company creditor claim guide.
Frequently asked questions
Does bankruptcy itself end every contract?
No. An applicable legal ground and its conditions are needed. Commencement of the case and a valid refusal are different events.
Is an objection letter enough?
It records the position but does not replace the appropriate court remedy or automatically suspend deadlines.
Can refusal undo a fully performed transaction?
Article 102(2) concerns wholly or partly unperformed transactions. Challenging completed performance requires analysis of other grounds and consequences.
Is this the same as cancelling legal services?
No. A client’s refusal of its own legal services is governed by other rules and does not itself end the bankruptcy case. See the separate legal-services cancellation guide.
Sources and review date
Legal provisions checked on 24 October 2026. Future amendments not yet in force were not applied. Examples are hypothetical.
Received a commercial contract refusal? We can review the stage, grounds, dates, performance and evidence for protecting your claim without promising a dispute outcome.
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