Legal review: 4 October 2026 · Contractual accounts
What does contractual balancing mean?
In performing a contract, the parties may provide money, materials, completed work and other agreed contributions to each other. Identifying who ultimately owes what requires comparing them under the agreed accounting model. Russian practice commonly calls the resulting balance “saldo” and the process “saldirovanie”.
For example, a customer supplies materials for the contractor’s work on its site, and their value is taken into account when determining final payment. It is not necessarily correct to treat every such delivery as an independent sale followed by repayment of a separate debt. Equally, two unrelated claims between familiar trading partners do not automatically form a single contractual balance.
Paragraphs 16–17 of the Supreme Court’s bankruptcy practice review for 2022, approved on 26 April 2023, explain why the connection between performances matters. Courts examine the substance of the relationship and actual performance. In the circumstances addressed by those explanations, establishing the final obligation is not a separate preferential transaction under Article 61.3 of Law No. 127-FZ.
This guide concerns the legal characterisation of accounts between contractual counterparties. An accounting ledger balance, investment loss netting and the unified tax account serve different purposes and do not themselves prove the position in a contractual bankruptcy dispute.
Balancing, set-off and payment are different operations
| Operation | What happens | Bankruptcy analysis |
|---|---|---|
| Determining a contractual balance | The final obligation is identified from connected performances | The contract, each component’s relationship to it, and whether a separate repayment is being disguised |
| Set-off | Independent reciprocal claims of the same kind are extinguished | Article 410 of the Civil Code and special bankruptcy restrictions |
| Transfer of money | The creditor actually receives payment | The date, basis, preference and applicable exceptions to avoidance rules |
| Reconciliation statement | The parties record accounting information | What it confirms and whether the underlying records support it |
Article 410 links set-off to reciprocity, the nature of the claims and their maturity. The separate guide to set-off in bankruptcy explains the restrictions. Renaming set-off solely to avoid those restrictions is risky.
Article 431 requires interpretation of the contract in context and, where necessary, consideration of the parties’ actual common intention and the surrounding circumstances. The original price, allocation of costs, provision of resources and established performance therefore matter alongside the document heading and bookkeeping entry.
What did the Supreme Court clarify on 27 March 2026?
The practical question is what is being challenged: calculation of a balance or the departure of money. Actual completion of work does not grant every later payment unconditional immunity. A reference to paragraph 16 of the review does not replace analysis of the transaction that actually occurred.
Article 61.3 provides different conditions for preferential transactions after admission of a bankruptcy petition, within the preceding month and within the preceding six months. Dates alone are insufficient: the elements of the relevant ground must be examined. An ordinary-course defence under Article 61.4 also requires separate justification; calling a transfer “normal payment for work” is not enough.
A worked example of an auditable calculation
Assume the contract requires the documented cost of the customer’s resources to be deducted from the agreed value of work. This is an illustrative model, not a reported case or a universal formula for all construction contracts.
| Component | Amount | Supporting basis |
|---|---|---|
| Accepted work | RUB 1,000,000 | Contract and acceptance record |
| Customer resources accounted for under the contract | −RUB 200,000 | Calculation term, delivery and use |
| Advance already paid | −RUB 300,000 | Payment and its allocated purpose |
| Calculated balance | RUB 500,000 | Verification of all components without double deduction |
If the materials have already been excluded from the price in the acceptance record, deducting RUB 200,000 again is incorrect. If that sum is an unrelated loan debt, putting it in the same spreadsheet does not transform set-off into contractual balancing. If the customer subsequently transfers RUB 500,000, the payment requires analysis separately from the arithmetic.
Penalties, damages, rectification costs and retention amounts should not be mechanically combined. For each item, establish its legal basis, value, connection to performance, the other party’s objections and applicable time limits. Finance-lease balancing also has its own model; importing a construction calculation without adjustment can distort the result.
What evidence is needed?
- The contract, schedules and amendments setting the price and final accounting rules.
- Acceptance records, delivery notes and documents showing the supply and use of resources.
- Bank statements and payment references linking an advance to the relevant performance.
- A breakdown of every component: date, document, amount, positive or negative treatment, and confirmation that it has not been counted twice.
- Correspondence about the agreed model, quality objections and reasoned responses.
- Court decisions and the bankruptcy timeline: what is established, what is disputed and in which procedure.
A reconciliation statement can help, but does not replace the underlying legal basis. An auditable calculation lets the other party and the court follow each primary record through to the total. A file containing only a final number does not explain why a creditor claims less or why a debtor owes that precise amount.
If your counterparty invokes balancing against your claim, request the complete breakdown. Mark unsupported costs, independent contracts, advances deducted twice and inconsistent dates separately. Concrete objections to the components and their legal connection are more useful than simply asserting that set-off is prohibited in bankruptcy.
How to review the position before and during proceedings
- Identify the disputed operation. Calculation, recovery of payment and avoidance of a completed transfer require different arguments.
- Reconstruct the contractual model. Establish who supplied resources, at whose expense and how they affected the price.
- Prepare a line-by-line table. Records must support both the amount and its place in the calculation.
- Separate disputed components. Independent debts and contested damages should not be hidden within one total.
- Check the procedural route. Submit the calculation and objections in the relevant dispute; where there is a claim against the bankrupt company, assess admission of the balance to the register.
- Assess actual performance. A verified balance is not permission to receive preferential payment.
For a monetary claim, see admission to the claims register and avoidance of company transactions. No universal application can make every proposed settlement lawful simply by using the right label.
Frequently asked questions
Is calling the document “balancing” sufficient?
No. The court examines the relationship and actual operation. A heading does not establish the connection between performances.
Can several contracts be considered together?
The number of documents is not decisive. A real interconnection must be demonstrated; arbitrarily combining independent debts does not create one.
Is every payment for completed work contractual balancing?
No. The Supreme Court’s ruling of 27 March 2026 distinguishes the two: payment of an existing debt cannot automatically be removed from preference rules.
If a court has already awarded an amount, does reconciliation settle everything?
No. Consider the final judgment’s content, established facts and the proper procedural remedy. A bookkeeping document cannot simply rewrite the judicial outcome.
Can a calculator provide the legal answer?
No. Arithmetic checks numbers, but does not establish the legal connection between claims or whether a payment is permissible.
Legal sources
Checked on 4 October 2026. Linked primary texts are in Russian.
- Paragraphs 16–17 of the Supreme Court bankruptcy review for 2022.
- Supreme Court ruling of 27 March 2026, No. 305-ES25-7233, official PDF.
- Article 410, Article 431 and Article 718 of the Civil Code.
- Article 61.3 of Law No. 127-FZ and Plenum Resolution No. 63.
Need to review a balance with a bankrupt company?
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