A dispute over the conclusion of a contract is not resolved by a general disagreement alone. The first question is whether the contract is mandatory for either party under the Civil Code, another law or a prior undertaking, and whether the disputed terms and pre-trial exchange are documented.
When a court may resolve the disagreement
Where the law makes contract formation mandatory, the Civil Code provides a framework for an offer, a response and a protocol of disagreements. The parties may also agree to refer a pre-contractual dispute to court. The relevant conditions and time limits must be checked for the particular type of contract.
Prepare the documents
- the draft contract and all versions of the disputed clauses;
- the offer, acceptance, refusal or protocol of disagreements;
- evidence of delivery and the relevant dates;
- documents explaining the proposed price, valuation or expert evidence;
- the legal provision or obligation that makes contract formation mandatory.
Role of expert evidence
Where a disputed term depends on value, condition or another specialist matter, the court may assess a properly formulated expert opinion together with the other evidence. Agreement with an expert fee or report should be considered in the context of the procedural strategy, scope of questions and evidentiary value.
Court decision
In commercial proceedings, the judgment on a dispute about the conclusion or amendment of a contract must state the court’s conclusion on each disputed term. If the court compels a party to enter into a contract, it sets the conditions on which the parties must conclude it.
Legal framework
Key provisions include Articles 445 and 446 of the Russian Civil Code and Article 173 of the Arbitrazh Procedure Code. This material is general information and does not determine the terms of a specific contract.