Article 431 of the Civil Code of the Russian Federation with comments
Article 431 of the Civil Code establishes a number of specialrules of interpretation of the treaty. They are used in situations where certain points (conditions) are formulated by the participants in the legal relationship inaccurately or unclearly. Let's consider furtherArt. 431 Civil Code of the Russian Federation with comments.
Interpretation of the contract
According toArt. 431 Civil Code of the Russian Federation, the literal meaning of the agreement condition underambiguity is established by comparison with other items and the meaning of the document as a whole. In interpreting the treaty, the court takes into account the immediate meaning of the expressions and words contained in it. If these rules do not allow you to determine the essence of the agreement, the actual general will of the participants in the legal relationship is clarified taking into account the purpose of the transaction. All relevant facts and circumstances are taken into account, including correspondence and negotiations that preceded the execution of the document, practices that have been established in the interaction of the parties, as well as customs that led to their subsequent behavior.
Norm 431 of the Civil Code: commentary
In practice, often there is a discrepancy between the internal will of a party to a legal relationship that wants a specific result, the external form in which it is expressed, by the wording of the contract. Fine431 Civil Code of the Russian Federationrules concerning interpretationvalid, not disputed by the counterpart, agreement. If the court, in considering the terms of the transaction, gives preference to the actual will of the participant, the interests of the second party and, in general, of the whole turnover may be violated. This is due to the fact that the will, which was perceived by the counterparty and fixed in the contract, may not have legal significance. The preference given to the external expression of the aspirations of the subject means a transition to an exclusively formal position. This, in turn, can put in difficult conditions a weaker and more conscientiously mistaken participant. In this regard, the norm431 Civil Code of the Russian Federationgives preference to the agreed will of the parties, thus protecting the interests of the turnover as a whole.
When applying the rules of the norm431 Civil Code of the Russian Federation, the court at the first stage analyzesthe direct content of the expressions and words present in the contract. They express the result of the will of the parties, agreed by them. The indication in a specific penalty agreement as a consequence of non-fulfillment of obligations can not be interpreted differently, for example, as a condition on the deposit. At the same time, it is possible to distort the understanding of the content of the clause on a special procedure for fixing a violation committed by a counterpart (examination, compulsory execution of an act within the deadline established in the contract, etc.).
Comparison with other conditions
It is made in case of uncertainty of a specific clause of the contract. From the rule of §2norms of 431 Civil Code of the Russian Federationit follows that the one present in a particularan agreement incorrect in the legal plan qualification of this or that category or a certain relation of participants does not connect the court in the process of interpretation of the text if it does not agree with the content of the remaining conditions and the general meaning. For example, a mixed contract, including elements of various civil law transactions, is wrongly called the parties to the act of sale, and an optional document in the legal sense that fixes the intentions to cooperate is preliminary. In some texts there are incorrectly worded sanctions. For example, often counterparties use the notion of "penalty forfeit", seeking to emphasize its coercive nature. In all these situations, the literal interpretation of the contents of the treaty is at variance with the meaning of the text and, accordingly, is excluded.
Revealing the real will
If the above rules do not allowdetermine the content of the condition, the court passes to the second stage of interpretation. In particular, the real common will of participants is revealed. At the same time, the purpose of the agreement is taken into account, all the circumstances that took place before the signing are taken into account. The list of facts given in the norm is exemplary. In this connection, in interpreting the agreement, other circumstances that reflect the agreed (common) will of the parties can be taken into consideration. For example, it could be the testimony of witnesses who participated in the conclusion of a transaction, if their application does not contradict the provisions of Article 162, expert conclusions regarding the generally accepted meanings of any terms, etc. The list of circumstances specified in rule 431 is not considered subordinated. It does not mean that the court must carry out a consistent study of each of the above facts.
It should be noted that the negotiations of the participants arethe oral expression of their will. It can not be taken into account in transactions for which the law requires written form. In addition, directly in the contract, there may be a provision that from the date of its conclusion, the earlier negotiations are no longer valid. This also excludes the possibility of taking them into account when interpreting the contents of the agreement. If we talk about correspondence, then in any case it is taken into account when clarifying the real intentions of the participants to the extent that it does not contradict the contractual conditions. This rule also applies to correspondence that has been declared invalid since the signing of the agreement.
The practice of interaction between transaction participants
In Article 5 of the Civil Code there is the concept of the custom of circulation. The possibility of its replenishment (subsidiarity) application is fixed in the norm 421. The custom of turnover must be distinguished from the established practice of interaction of participants in the transaction. Often it is called "routine". Independently established rules of interaction of participants, in fact, reflects some of the alleged contractual conditions. They, not being directly recorded, were (observed) by the actors in fact in their interrelations, preceding the signing of the document. Thus, they expressed the coordinated will of the parties. In this connection, the order that has been established has priority over custom.