The subject of the agreement section follows. Contract for the provision of personnel (outstaffing): the court’s position

obligation civil contract

The subject of the contract is the actions (or inaction) that the obligated party must perform (or refrain from performing). An agreement cannot be concluded without defining what is the subject of the agreement.

For example: the subject of a purchase and sale agreement is the actions of the seller in transferring the goods into the ownership of the buyer and the actions of the buyer in accepting these goods and paying a specified amount of money for them.

Any contract consists of a certain set of conditions that stipulate the rights and obligations of the parties. The set of these conditions is called the content of the contract. The terms of the contract are divided into three groups: ordinary, incidental and essential.

Ordinary conditions are conditions that in practice are included in the content of a given contract, however, their absence does not affect its validity. Ordinary conditions do not require agreement between the parties, as they are provided for in the relevant regulations.

For example: A supply contract usually includes a clause regarding a penalty for non-fulfillment of the contract. Or - the usual conditions of paid contracts include the price. If the contract does not specify a price, prices established by authorized government bodies are applied, or the execution of the contract is paid at the price that is usually charged for similar goods, work or services.

Incidental are conditions that are not typical for a given agreement, but if the parties agreed to their inclusion in the agreement, they become legally significant. They change or supplement the usual conditions.

Essential - conditions that are necessary and sufficient when concluding a contract are considered.

For example, Article 1016 of the Civil Code specifies the essential terms of the property trust management agreement: the composition of the property transferred to trust management; Name legal entity or the name of the citizen in whose interests the property is managed, and some others.

Conditions required for contracts of this type. Along with the conditions that are recognized as essential by law, the essential terms of the contract are traditionally distinguished, which, although not recognized as such by law, are necessary for contracts of this type.

Conditions regarding which, at the request of one of the parties, an agreement must be reached. To recognize a condition of this type as essential, it is required that in relation to the corresponding condition, one of the parties has directly stated the need to reach an agreement under the threat of refusal to conclude the contract. This group of conditions has legal significance only at the stage of concluding an agreement and is completely lost from the moment when the agreement is considered concluded I. Procedure for concluding an agreement

The procedure and procedure for concluding contracts are determined by the rules of Chapter 28 of the Civil Code, as well as the norms of the Arbitration Procedural Code of the Russian Federation.

The conclusion of a contract is associated with reaching an agreement on all its essential terms. The contract is not considered concluded in the absence of agreement on at least one of these conditions.

The Civil Code establishes that an agreement is concluded by sending an offer (offer to conclude an agreement by one of the parties) and its acceptance - acceptance of the offer by the other party (Article 432 of the Civil Code).

The party making the offer is called the offeror, and the party accepting the offer is called the acceptor. The contract is considered concluded when the offeror receives acceptance from the acceptor.

Signs of the offer:

• 1. the proposal must be sufficiently definite and express the person’s clear intention to enter into an agreement;
• 2. the proposal must contain all the essential terms of the contract;
• 3. the offer must be addressed to one or more specific persons.

If the proposal made does not comply with at least one of the listed requirements, it is not considered an offer, but is recognized only as a call to an offer, which does not oblige the one who made it to anything.

For example: advertising and other offers addressed to an indefinite number of persons act as a call for an offer.

THAT. An offer (Article 435 of the Civil Code) is an offer addressed to one or more specific persons, which:

• 1. quite definitely;
• 2. contains an indication of all essential conditions;
• 3. expresses the intention of the person who made the offer to consider himself to have entered into an agreement with the addressee who will accept the offer.

The contract is concluded at the moment the person who sent the offer receives its acceptance (Article 433 of the Civil Code).

Acceptance is the full and unconditional consent of the person to whom the offer is addressed to accept this offer (Article 438 of the Civil Code). If consent to an offer to conclude an agreement is accompanied by additions or changes to the conditions contained in the offer, then it does not have the force of acceptance.

To recognize an action as acceptance, it is sufficient that the person who received the offer proceeds to perform it on the terms specified in the offer and within the period established for its acceptance.

Signs of acceptance:

• 1. the offer is accepted unconditionally in the form in which it is formulated, without making any counter-proposals;
• 2. from the law, business customs or from the features of previous business relations of the parties it follows that silence is a manifestation of the will of the party to conclude an agreement (tacit acceptance);
• 3. Actions to fulfill the conditions specified in the offer, unless otherwise provided by law, other legal acts or specified in the offer, must be performed by the person who received the offer within the period established for its acceptance.

Offer and acceptance give rise to certain obligations for the persons making them:

• 1. the offer binds the offeror with the possibility of accepting it within the established time frame;
• 2. acceptance determines the recognition of the contract as valid.

The offer binds the sending person from the moment it is received by the addressee. The received offer cannot be withdrawn within the period established for its acceptance.

If the offer sets a deadline for acceptance, the contract is considered concluded if acceptance is received by the offeror within the specified period.

If the deadline for acceptance is not specified in the offer, then its legal effect depends on the form in which it is made.

When an offer is made orally, the contract is considered concluded upon immediate notification of acceptance by the other party.

At writing of an offer, the contract is considered concluded if acceptance is received by the offeror before the end of the period established by law or other legal acts, and if such a period is not established - within the time required for this.

When concluding contracts, the time and place of concluding the contract are important. The time of conclusion of the contract is considered to be the moment in time when the offeror received the consent of the acceptor. Mandatory contracts state registration, are considered concluded from the moment of registration, unless otherwise provided by law (Article 433 of the Civil Code).

If the contract does not indicate the place of its conclusion, the contract is recognized as concluded at the place of residence of the citizen or at the location of the legal entity that sent the offer (Article 444 of the Civil Code).

5. Requirements for determining the subject of a contract for paid services

Article 779 of the Civil Code of the Russian Federation, which contains the definition of a contract for the provision of services for a fee, only partially reveals the concept of “service”. Services, according to this norm, mean the performance of certain actions or the implementation of certain activities. Therefore, in practice, the question arises: what must be defined in the subject of the contract for the provision of paid services for the court to recognize this condition as agreed?

5.1. Conclusion from judicial practice: On the question of whether it is necessary to indicate in the contract for the provision of paid services specific actions that the contractor must perform for the customer, there are two positions of the courts.

Position 1. The contract must indicate the type and scope of services, i.e. specific actions that the contractor is obliged to perform for the customer.

Arbitrage practice:

Resolution of the Federal Antimonopoly Service of the Volga-Vyatka District dated December 28, 2009 in case No. A43-19998/2009

"...As follows from the case materials, Zarya OJSC (contractor) and Khimprom-Volga LLC (customer) signed an agreement for the provision of general economic services dated 01.01.2007 N 25/07, under the terms of which the contractor undertook to provide the customer a range of general business services, as well as carry out the necessary activities related to the provision of services agreed upon by the parties in the list (Appendix No. 1), which is an integral part of the contract.

In the information letter of the Supreme Arbitration Court Russian Federation dated 09.29.99 N 48 clarified that a contract for the provision of paid services can be considered concluded if it lists certain actions that the contractor is obliged to perform, or indicates certain activities that he is obliged to carry out. When assessing an agreement and determining its subject matter, the court may also proceed from negotiations and correspondence preceding the conclusion of the agreement, practices established in the relationship between the parties, business customs, subsequent behavior of the parties, etc. (paragraph 1).

Consequently, the essential condition named in the law for a contract for the provision of paid services is its subject matter.

From the conditions of clause 1.2 and Appendix No. 1 to the agreement, it seems possible to establish what specific actions should be performed by Zarya OJSC for Khimprom-Volga LLC, which indicates that the parties have agreed on the subject of the agreement..."

Resolution of the Federal Antimonopoly Service of the Volga-Vyatka District dated April 21, 2009 in case No. A29-6050/2008

“...The case materials do not contain annexes to the agreement, and therefore it is impossible to establish the types and volumes of utility services that must be provided by the Company for the Entrepreneur, which indicates a lack of agreement between the parties on the subject of the agreement.

Thus, the courts of both instances rightfully recognized the contract for the provision of utility services dated 01.01.2008 N 9/A-2008 as not concluded in accordance with the procedure established by law and refused to satisfy the claim for the collection of a penalty based on clause 5.3 of this agreement..."

Resolution of the Federal Antimonopoly Service of the North Caucasus District dated November 26, 2003 N F08-4216/2003 in case N A53-17566/02-C4-10

"...Agreement No. 12/2 dated October 30, 2000 for the provision of legal services does not contain all the essential conditions typical for a contract of this type provided for in accordance with Articles 779 - 781 of the Civil Code of the Russian Federation.

The parties to the contract do not define the volume of services to be provided, the terms of execution, the procedure for transferring the result of services to the customer, the cost of specific types of services (the contractor’s activities)..."

Resolution of the Federal Antimonopoly Service of the West Siberian District dated April 26, 2007 N F04-2259/2007(33444-A45-39) in case N A45-14171/2006-5/394

“...The legislator includes the subject of the contract, that is, the type (list) of services, those specific actions that, by virtue of Article 780 of the Civil Code of the Russian Federation, the contractor must perform for the customer, as the essential conditions of the contract for the provision of paid services.

In the absence of a list of services, the contract by virtue of Art. 432 of the Civil Code of the Russian Federation is considered unconcluded..."

Resolution of the Federal Antimonopoly Service of the Moscow District dated December 1, 2009 N KG-A40/11809-09 in case No. A40-4104/09-3-41

“...The cassation court considers that the conclusion of the courts that the claim was satisfied in full cannot be considered justified, since during the consideration of the case by the court, the circumstances that are essential for the correct resolution of the dispute were not fully clarified and the applicable norms of substantive law were not applied.

According to Art. 779 of the Civil Code of the Russian Federation, under a contract for the provision of paid services, the contractor undertakes, on the instructions of the customer, to provide services (perform certain actions or carry out certain activities), and the customer undertakes to pay for these services.

According to the subject of agreement No. 29/108-K dated October 29, 2008 for the provision of consulting services, the customer instructs, and the contractor undertakes to provide consulting services for the preparation of a package of documents for the customer’s participation in competitions (auctions, tenders) held in the city of Moscow, specified in the application (tender map) of the Customer, accepted by the Contractor, in accordance with Appendix No. 1 to the Agreement.

Thus, from clause 1.1 of the agreement it is clear that the list and volume of services to be provided on the basis of agreement No. 29/108-k dated October 29, 2008 must be indicated in Appendix No. 1 to the agreement.

Meanwhile, Appendix No. 1 to the agreement is missing from the case materials.

The question of whether the parties signed this Appendix was not examined by the court.

In accordance with Art. 432 of the Civil Code of the Russian Federation, an agreement is considered concluded if an agreement is reached between the parties, in the form required in appropriate cases, on all the essential terms of the agreement.

Essential are the conditions on the subject of the contract, the conditions that are named in the law or other legal acts as essential or necessary for contracts of this type, as well as all those conditions regarding which, at the request of one of the parties, an agreement must be reached.

Since when resolving a dispute based on a contract for the provision of paid services, the court must establish the nature and types of services that the contractor is obliged to provide on the instructions of the customer, their volume, the court’s conclusion about the conclusion of the contract in the absence of Appendix No. 1 to the contract was made without examining the issue of approval parties to the subject of the contract.

Having said that, the cassation court finds the judicial acts adopted in the case regarding the satisfaction of the initial claim illegal and on the basis of Art. 288 of the Arbitration Procedure Code of the Russian Federation is subject to cancellation, and the case in this part is sent for a new trial to the court of first instance..."

Resolution of the Federal Antimonopoly Service of the Moscow District dated June 23, 2009 N KG-A41/5294-09 in case No. A41-21672/08

"...The court applied the provisions of Article 779 of the Civil Code of the Russian Federation, according to which, under a contract for the provision of paid services, the contractor undertakes, on the instructions of the customer, to provide services (perform certain actions), and the customer undertakes to pay for these services, and came to the conclusion that the parties agreed on essential terms of the agreement, in particular, defining its subject - the implementation by the contractor of activities for the operation of thermal power equipment leased by the customer, intended for heat supply to consumers in the Pushkinsky district. services represented the plaintiff’s activities to provide a full range of services aimed at operating heat and power equipment in the Pushkinsky district, leased from the customer..."

Resolution of the Federal Antimonopoly Service of the Moscow District dated 05.05.2006, 27.04.2006 N KG-A40/3433-06 in case No. A40-36003/05-27-159

“... Within the meaning of Articles 779, 781 of the Civil Code of the Russian Federation, services can be expressed either in actions that do not have material embodiment, or in actions that bring a certain result.

The subject of the agreements concluded by the parties are security services, which can be considered properly provided only if the contractor ensures safety, in in this case, property at the customer’s sites..."

Resolution of the Federal Antimonopoly Service of the North-Western District dated November 24, 2009 in case No. A66-803/2009

"...In accordance with clauses 1.1 and 3.2 of the Agreement, LLC "GeoLine" (contractor) undertook to carry out field work and formalize land management work for surveying land plots with an area of ​​3,085.6 hectares, owned by the plaintiff on the right of permanent (perpetual) use, and the area 2,709 hectares owned by the plaintiff on the right of shared ownership, and Zarya LLC (customer) - to pay for this work based on the price specified in clause 4.1 of the Agreement.

The courts of the first and appellate instances reasonably qualified the Agreement as a contract for the provision of paid services.

At the same time, the conclusion of the courts that the Agreement cannot be recognized as concluded is correct in connection with the following.

In addition, in accordance with clause 1.1 of the Agreement, its subject includes the implementation of field work by GeoLine LLC, however, their list and scope have not been agreed upon by the parties, and therefore it should be recognized that the parties have not reached an agreement on the subject of the Agreement..."

Resolution of the Federal Antimonopoly Service of the Ural District dated July 6, 2009 N F09-4665/09-C5 in case N A07-15278/2008-G-VEG

"...The appellate court, having examined the agreements dated March 17, 2006 No. 003 and No. 004 presented in the case materials, made a reasonable conclusion that these agreements are concluded, since the parties agreed on the type of services provided by the defendant to the plaintiff, the cost and deadline for their implementation .

Thus, the terms of the contract for the provision of services dated March 17, 2006 N 003 allow us to determine the list of works for the care of cattle: care, feeding, cleaning of barns, removal of manure, cleaning of the territory of barns. The cost of services provided is 400,162 rubles. 39 kopecks (clause 3 of the agreement). The validity period of the agreement is determined by the parties from 03/17/2006 to 04/10/2006 (clause 10 of the agreement).

The list and cost of services performed by the defendant under agreement dated March 17, 2006 No. 004 for cleaning (cleaning) the territory are determined by the parties in the annex to this agreement: cleaning the territory of the Zarya cooperative from garbage and clearing roads of snow (case sheet 84) . The contractor is obliged to begin fulfilling his obligations under this agreement on March 17, 2006, the deadline for completing work on cleaning the territory is March 17, 2016 (clause 3 of the agreement).

Since the parties properly agreed on the terms of the service contracts dated March 17, 2006 N 003 and N 004, which are essential for contracts of this type, there are no grounds for recognizing these contracts as not concluded. The appellate court rightfully refused to satisfy the claims..."

Resolution of the Federal Antimonopoly Service of the Central District dated September 24, 2009 N F10-3980/09 in case N A08-8122/2008-19

"...The law includes among the essential conditions of a contract for the provision of services for a fee the condition on the subject of the contract. The subject of a contract for the provision of services for a fee is the performance of certain actions or the implementation of certain activities.

The applicant’s argument about the non-conclusion of the contract No. 9 of 10/03/2007 due to the parties’ failure to agree on the essential terms of the contract has already been the subject of consideration by the courts and was rightfully rejected by them.

Based on the literal interpretation of the terms of the contract, the courts came to the conclusion that it is a contract for the provision of paid services and indicated that the parties agreed on the essential terms of the contract defining its subject - harvesting 150 hectares of beet crops, i.e. In the contract, the parties agreed on a specific number of areas to be harvested, the cost of 1 hectare of sugar beets..."

Resolution of the Federal Antimonopoly Service of the Central District dated February 20, 2008 N F10-162/08 in case N A09-8404/06-14

“...Assessing the disputed contract for the presence of essential conditions in it, the court indicated that the subject of the contract for paid services within the meaning of Article 781 of the Civil Code of the Russian Federation is the type of services, specific actions that the contractor must perform for the customer.

Meanwhile, it is not possible to establish from the contents of the agreement signed by the parties exactly what types of activities (or actions) the parties undertook to carry out in relation to each other and what the procedure for the provision of services and their payment is ... "

Position 2. To determine the subject of a contract for the provision of services for a fee, it is enough to indicate in it certain activities of the contractor without the scope of services.

Arbitrage practice:

Note: In the information letter below, the court indicates the possibility and procedure for determining the scope of services provided in the absence of a corresponding provision in the contract. Consequently, an agreement that does not define the scope of services provided can be considered concluded.

Information letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated September 29, 1999 N 48 “On some issues of judicial practice that arise when considering disputes related to contracts for the provision of legal services”

"...1. In accordance with Article 779 of the Civil Code of the Russian Federation, under a contract for the provision of paid services, the contractor undertakes, on the instructions of the customer, to provide services (perform certain actions or carry out certain activities), and the customer undertakes to pay for these services.

When considering disputes, it is necessary to proceed from the fact that the specified agreement can be considered concluded if it lists certain actions that the contractor is obliged to perform, or indicates certain activities that he is obliged to carry out. In the case where the subject of the contract is indicated by an indication of a specific activity, the range of possible actions of the contractor can be determined on the basis of negotiations and correspondence preceding the conclusion of the contract, practices established in the mutual relations of the parties, business customs, subsequent behavior of the parties, etc. (Article 431 of the Civil Code of the Russian Federation)..."

Note: By defining a specific activity by the court, apparently, it is understood that the contract indicates only the type of activity of the performer.

Resolution of the Federal Antimonopoly Service of the North-Western District dated August 31, 2009 in case No. A26-5090/2008

"... Within the meaning of the provisions of paragraph 1 of Article 779 of the Civil Code of the Russian Federation and paragraph 1 of Article 781 of the Civil Code of the Russian Federation, a contract for the provision of paid services can be considered concluded if it lists certain actions that the contractor is obliged to perform, or indicates certain activities that he is obliged to carry out. In the case where the subject of the contract is indicated by an indication of a specific activity, the range of possible actions of the contractor can be determined on the basis of negotiations and correspondence preceding the conclusion of the contract, the practice established in the mutual relations of the parties, business customs, and subsequent behavior of the parties (Article 431 of the Civil Code of the Russian Federation) .

The contract defined the services that the plaintiff undertook to provide (provision of construction equipment) and for which he insisted on payment, which does not allow us to conclude that the Contract was not concluded..."

5.2. Conclusion from judicial practice: If in the contract or acceptance certificate the parties indicated a too general definition of services (it is unclear what specific actions or activities the customer undertakes to perform), then the condition on the subject is inconsistent.

Arbitrage practice:

Resolution of the Federal Antimonopoly Service of the Volga-Vyatka District dated November 23, 2009 in case No. A11-1174/2009

"...As can be seen from the case materials and the court established, an agreement was concluded between the Entrepreneur and the Company for the provision of paid services for concluding a real estate purchase and sale agreement dated June 20, 2008. Under the terms of the said agreement, the intermediary (Entrepreneur), on behalf of the customer (Company), undertook provide information and intermediary services for the purpose of the legal acquisition by the customer of real estate - a two-room apartment located at the address: Vladimir, Diktor Levitan St., 55, apt. .2008 to purchase real estate at the price and under the terms of the contract from the person specified by the intermediary, and pay for the services of the intermediary in the amount of 200,000 rubles.

An analysis of the disputed agreement shows that the agreement relates to a contract for the provision of services for a fee, the regulation of which is carried out in accordance with Chapter 39 of the Code.

In accordance with Articles 779 and 781 of the Civil Code of the Russian Federation, under a contract for the provision of paid services, the contractor undertakes, on the instructions of the customer, to provide services (perform certain actions or carry out certain activities), and the customer undertakes to pay for them within the terms and in the manner specified in the agreement. From the content of these norms it follows that the essential condition named in the law for a given agreement is its subject matter.

Due to the lack of agreement between the parties on the subject of the contract for the provision of paid services, the courts of the first and appellate instances correctly concluded that it was not concluded.

The rule on mandatory approval of the subject of the contract for the provision of paid services, that is, a list of actions necessary and sufficient for the provision of intermediary services, is imperative.

Thus, the appealed judicial acts correspond to the norms of substantive law, the conclusions set out in them correspond to the factual circumstances established in the case and the evidence available in the case. The district court did not establish any violations of the norms of procedural law, which, in accordance with Part 4 of Article 288 of the Arbitration Procedural Code of the Russian Federation, are grounds for canceling judicial acts in any case. The cassation appeal of an individual Entrepreneur cannot be satisfied..."

Resolution of the Federal Antimonopoly Service of the Volga-Vyatka District dated June 25, 2009 in case No. A17-6129/2008

"...Satisfying the claims, the arbitration court qualified the agreement dated 06/07/2007 No. 42 as an agreement for the provision of services for a fee and proceeded from the non-conclusion of the said agreement due to the inconsistency of the essential condition on the subject of the agreement, as well as from the defendant’s failure to prove the fact of provision of services for the presented and amount supported by relevant evidence.

The contract dated 06/07/2007 N 42 does not contain data that would allow one to definitely establish the content and scope of consulting services and services for conducting a sociological survey by the contractor, and there is also no proper documentary evidence of the provision of such services..."

Resolution of the Federal Antimonopoly Service of the Moscow District dated 08/07/2009 N KG-A40/6883-09 in case No. A40-53905/08-9-608

"...Resolving the dispute, the courts found that between the defendant (performer) and the plaintiff (customer) agreement No. МШЗМ-239/07 dated December 21, 2007, with additional agreements, was concluded, according to which the contractor undertook to renounce the right to lease and provide services to assist in the re-registration of the sublease agreement concluded between OJSC Moscow Tire Plant and CJSC Moscow Tire Plant Continental dated October 31, 2003 into a lease agreement for the land plot under the production building “A”, and the plaintiff undertook to accept and pay the above services.

The courts determined the legal nature of the agreement as a contract for the provision of paid services and recognized the agreement as concluded. The courts qualified the agreement concluded between the plaintiff and the defendant as an agreement for the provision of paid services, the legal regulation of which is provided for in Chapter 39 of the Civil Code of the Russian Federation.

As indicated in judicial acts, the list of services that are the subject of the disputed agreement is contained in clause 1.1 of the agreement, while the courts do not set out the list itself, but, as noted in the decision, it is not included in this list detailed description actions that the defendant must take in order to fulfill the obligations assumed.

The courts point out that Section 2 of the agreement, as amended by the additional agreement dated January 31, 2008, defines a list of documents that must be received by the plaintiff as a result of the defendant’s activities...

According to the appellate court, in this section of the contract the parties specified those legally significant actions that the defendant must perform in order to achieve a useful effect for the plaintiff, which has consumer value and is expressed in the provision of documents.

The specificity of an agreement for the provision of legal services for a fee, in particular, is that in accordance with this agreement, “performing certain actions or carrying out certain activities” is aimed at defending the interests of the service recipient in the courts and other state (jurisdictional) bodies, which are usually obliged to make a decision regarding the stated requirement. Therefore, the interests of the customer, often not limited to the provision of legal services by the contractor, lie in achieving a positive result of his activities (satisfaction of a claim, complaint, obtaining another favorable decision), which is beyond the scope of regulation under the contract.

Taking into account the above, the cassation court considers the conclusion of the courts that the parties agreed on the subject of the contract and that the contract for the provision of paid services was concluded without establishing, by interpreting the contract according to the rules of Article 431 of the Civil Code of the Russian Federation, those specific actions (activities) that the contractor was entrusted to carry out, is unfounded. "

Resolution of the Federal Antimonopoly Service of the Volga District dated April 2, 2008 in case No. A57-9341/07-20

"...As can be seen from the case materials, on 03/01/2006, agreement No. 51/06 was concluded between the Municipal Unitary Enterprise "ERCC of Saratov" and the Municipal Foundation "Ideology", in accordance with clause 1.1 of which the Municipal Foundation "Ideology" (Contractor) assumes an obligation provide, on the instructions of the Municipal Unitary Enterprise "ERKTS Saratov" (Customer), consulting services in the field of management and information support in accordance with the needs and requests of the Customer.

For the period from March to November 2006, work acceptance certificates were signed under contract dated 03/01/2006 N 51/06 in the amount of 649,900 rubles, which was paid by the plaintiff to the defendant, which is confirmed by payment orders.

Having assessed the content of the contract dated 01.03.2006 N 51/06, the courts found that it did not define a specific list of services and works. The acceptance certificates for completed work, to which the Ideology International Foundation refers as evidence confirming the fact that the work was performed, do not allow us to determine exactly what work or services were provided by the defendant; it is impossible to draw a conclusion about the implementation of specific types and volumes of work.

Taking into account the above, the courts came to a reasonable conclusion that the agreement dated 01.03.2006 N 51/06 is not concluded..."

Resolution of the Federal Antimonopoly Service of the Ural District dated April 4, 2006 N F09-2309/06-C5 in case N A60-21568/05

"...On November 21, 2003, the parties signed agreement No. 127, in accordance with the terms of which OJSC Teploizolyatsiya instructs Aktis LLC to carry out work to repay debts with enterprises in accordance with the appendix during November - December 2003.

According to paragraph 1 of Art. 779 of the Civil Code of the Russian Federation, under a contract for the provision of paid services, the contractor undertakes, on the instructions of the customer, to provide services (perform certain actions or carry out certain activities), and the customer undertakes to pay for these services within the time frame and in the manner specified in the contract (clause 1 of Art. 781 of the Civil Code of the Russian Federation).

From the contents of the contract and the appendix to it, it is not possible to determine what is the subject of the contract dated November 21, 2003 N 127, what specific actions or activities the contractor must perform on the instructions of the customer. Consequently, the parties did not reach an agreement on the subject of the agreement, and therefore the agreement dated November 21, 2003 N 127 cannot be considered concluded; the courts had no grounds for collecting the debt and penalties under the said agreement..."

Resolution of the Federal Antimonopoly Service of the Ural District dated January 19, 2006 N Ф09-4457/05-С6

“...As established by the court, the agreement signed between the parties is an agreement for the provision of services for a fee.

According to the case materials, the subject of the disputed agreement is the performance of work to verify the debts of the “defendant” for the period from 08/01/2002 to 12/31/2004. The name of the “defendant” is not indicated in the contract, the specific actions or activities that the contractor must perform on the customer’s instructions have not been determined by the parties, thus, the parties have not reached an agreement on the subject of the contract. Consequently, the agreement dated December 9, 2004 N 99 is not concluded..."

"1. SUBJECT OF THE AGREEMENT 1.1. The subject of the Agreement is the provision by the Contractor of hotel services (hereinafter referred to as “services”) at the Valmont Hotel, ... "

Compensation agreement

hotel services No. _____

Krasnodar "___" ___________ 201_

Individual entrepreneur Raisa Fedorovna Syatkina (TIN 231201343893,

OGRN 314231209300029), valid on the basis of certificate series 23 No. 008810782,

hereinafter referred to as the “Contractor”, on the one hand, and

In the face

Acting on the basis of ___________________________________, hereinafter referred to as the “Customer” on the other hand, collectively referred to as the “Parties”, have entered into this

Agreement as follows:

1. THE SUBJECT OF THE AGREEMENT

1.1. The subject of the Agreement is the provision by the Contractor of hotel services (hereinafter referred to as “services”) at the Valmont Hotel, located at the address: Krasnodar, Sedina Lane, 1 (airport area), to representatives of the Customer.

2. GENERAL PROVISIONS

2.1. Reception, accommodation and provision of services to representatives of the Customer (hereinafter referred to as “guests”, “guests”) is carried out by the Contractor at negotiated prices and in accordance with a preliminary written reservation application signed by responsible persons appointed by the Customer. The fact that the Contractor has received the Customer’s request for room reservation is a confirmation of reservation sent to the Customer. Booking requests, booking confirmations received or sent by means by email and other types of communication are considered a written request or response and have the force of the original.

2.2. The Contractor has the right to refuse to provide services to the Customer if there are no available rooms, leaving the Customer with the priority right to book rooms.

2.3. The contract prices specified in the appendices to this agreement are a commercial secret and are not subject to disclosure to third parties.

2.4. The Contractor has the right to refuse to provide services to guests if the Customer has not complied with the requirements of clause 3.2 and clause 4.1 of this agreement.

2.5. For the purposes of this Agreement, the following definitions are used:

2.5.1. guaranteed reservation – a reservation valid until 5 a.m. following the day of arrival;

2.5.2. group is a minimum of 10 representatives of the Customer, arriving and leaving together, having the same set of services and a common bill for services paid by the Customer;

2.5.3. late check-in – check-in later than the time agreed in the booking confirmation (check-in date);

Service Agreement

–  –  –

Contractor _______________ Customer _______________

2.5.4. early departure - departure earlier than the time agreed in the booking confirmation (departure date);

2.5.5. no-show – refusal of booked rooms without prior notice to the Contractor, non-arrival of guests at the hotel;

2.5.6. Late Cancellation – Cancellation of booked rooms later than the dates specified in this Agreement or in the room reservation confirmation.

3. OBLIGATIONS OF THE PARTIES

3.1. The Contractor sends a booking confirmation to the Customer indicating the booking conditions and provides hotel services to the Customer's representatives at the negotiated prices specified in Appendix No. 1 to this agreement, subject to receipt of payment on invoices before the arrival of the guests or within the terms agreed upon by the parties.

3.2. Customer.

3.2.1. Before starting work under this Agreement, provides the Contractor with a list of responsible persons who have the right to sign on the application for room reservation. A form with sample signatures is attached to the Agreement (Appendix 3).

3.2.2. Sends written reservation requests to the Contractor in advance indicating the names of guests, length of stay, and form of payment. In accordance with the legislation of the Russian Federation on the protection of personal data, due to the fact that the personal data of the persons specified in the application will be processed, transferred and stored accordingly, the Customer guarantees that, when submitting the application, he received the consent of the specified persons, consent to the processing, transfer and storage of personal data persons specified in the reservation application.

3.2.3. If necessary, stipulates a list of additional services paid by the Customer.

3.2.4. Pays invoices issued by the Contractor according to the payment deadlines indicated on the invoices.

3.2.5. Sends reservation requests for groups to the Contractor in advance, indicating the list of required additional services and the form of payment.

4. PAYMENT PROCEDURE

4.1. The Customer makes an advance payment or payment for services on invoices issued by the Contractor in accordance with the payment terms indicated on the invoices.

4.2. Payment for additional services not specified in the reservation application is made by the Customer's resident representatives independently.

4.3. Reconciliation of mutual settlements is carried out monthly.

–  –  –

5.1. The Parties are responsible for non-fulfillment or improper fulfillment of their obligations under the Agreement in accordance with its terms, and in the part not regulated by the Agreement - in accordance with the legislation of the Russian Federation.

5.2. Cancellation of a request less than 24 hours before the arrival of guests, as well as failure of guests to arrive at the accommodation facility within 24 hours from the established time of arrival (if there is a non-cancelled request) entails payment by the Customer to the Contractor of a fine in the amount of 100% of the amount provided The Contractor prices the services for the Customer for the first day of service.

5.3. Premature departure of guests (departure before the established date) entails payment by the Customer to the Contractor of a fine in the amount of 100% of the price of services provided by the Contractor for the Customer for the first day of service.

5.4. Responsibility of the parties when booking for groups.

5.4.1. The conditions for booking and provision of services for groups are specified additionally in the booking confirmation for the group. If such conditions are not specified, calculations are made in accordance with clauses 5.4.2 – 5.4.6 of this Agreement.

5.4.2. Cancellation of a reservation for a group less than 20 days before the date of arrival at the hotel entails payment by the Customer to the Contractor of a reservation fee in the amount of the daily cost of the rooms ordered.

5.4.3. In case of a change in the duration of stay, full or partial cancellation of the request of a group of guests, the Customer shall pay a fine in favor of the Contractor in the amount of 50% of the cost of the ordered rooms for the entire period of the group’s stay.

5.4.4. Cancellation of a reservation for a group less than 7 days before the date of arrival at the hotel entails payment by the Customer to the Contractor of a reservation fee in the amount of 100% of the cost of the rooms ordered for the entire period of the group’s stay.

5.4.5. Refusal to book part of the rooms for a group entails payment for booking services in accordance with clauses 5.4.2. - 5.4.4. proportional to the number of canceled numbers.

5.4.6. In case of no-shows, late check-in, early departure, the Customer pays the Contractor a fee for the actual downtime of the rooms and booking services, respectively, in the amount of 100% of their cost.

5.5. In case of delay in payments on invoices issued by the Contractor, the Customer shall pay a penalty in the amount of 0.1% of the unpaid amount for each calendar day of late payment.

5.6. For failure to fulfill or dishonest fulfillment of obligations under this Agreement, the parties are liable in accordance with the current legislation of the Russian Federation.

5.7. Decisions on issues not specified in this Agreement are made in accordance with the current legislation of the Russian Federation.

5.8. The parties are released from their obligations to fulfill the terms of this Agreement upon the occurrence of force majeure circumstances: natural Disasters, natural disasters, strikes, wars, earthquakes, fires, floods, decisions made by government agencies that impede the fulfillment of obligations under this agreement, and other circumstances of force majeure.

5.9. Each party shall bear losses for non-fulfillment of the Agreement due to force majeure independently. The agreement is considered terminated after signing the act of mutual settlements.

Service Agreement 3 of 11 Contractor _______________ Customer _______________

5.10. The parties take all measures to resolve disputes through negotiations. All unresolved disputes between the parties under this Agreement shall be considered in the Arbitration Court Krasnodar region in accordance with the current legislation of the Russian Federation.

6. DURATION OF THE AGREEMENT AND PROCEDURE FOR ITS TERMINATION

6.1. This Agreement comes into force from the moment it is signed by both parties and is valid until December 31, 201_.

6.2. Either party may terminate the Agreement unilaterally by notifying the other party in writing at least 30 days before termination of the Agreement.

Final settlements must be made within 10 days from the date of termination of the Agreement.

6.3. If neither party, no later than 30 (thirty) days before the expiration of this agreement, declares its termination in writing, the Agreement is extended for each subsequent calendar year.

7. ADDITIONAL CONDITIONS

7.1. This Agreement is drawn up in two copies, each having the same legal force, one each for the Contractor and the Customer, is considered valid if there are signatures and seals of both parties.

7.2. All appendices, changes, additions to this Agreement are accepted only in writing and must be signed by authorized representatives of the parties.

7.3. All annexes to this Agreement are an integral part of it.

7.4. The Contractor and the Customer accept necessary measures to ensure the security of clients’ personal data received during the provision of services, including during their processing, distribution and use.

7.5. After the termination of the Agreement, the Contractor and the Customer must immediately stop processing the clients’ personal data and destroy the relevant personal data within the following periods:

Stored on electronic media for three working days from the date of expiration limitation period by the certain agreement;

Stored on paper and not classified as primary accounting documents or other documents subject to storage under the legislation of the Russian Federation, within three working days from the date of expiration of the limitation period under this Agreement;

Stored on paper and classified as primary accounting documents or documents subject to storage under the legislation of the Russian Federation, within three working days from the date of expiration of their storage period established by the norms of the legislation of the Russian Federation.

–  –  –

Pets are not allowed at the hotel.

List of additional free services for hotel guests 24-hour reception Free access to the Internet via Wi-Fi networks throughout the hotel Delivery of correspondence to the room upon receipt Daily room cleaning Registration foreign citizens Parking for guest transport Calling a taxi to the hotel

–  –  –

180*200 180*200 180*200 180* 180* 180*

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What must be in the contract includes the subject of the contract, the terms of its conclusion, price, deadlines, date of conclusion and signatures of the parties.

The subject of the contract is what one party intends to provide to the other. This term describes the actual meaning of the agreements being concluded. In this case, the subject of the contract is what the second party provides in exchange for the goods or services provided. Usually this is cash.

The text of the contract must stipulate the essential conditions of its conclusion. To them, according to Art. 432 of the Civil Code of the Russian Federation, include: conditions on the subject of the contract, conditions that are mandatory for concluding this type of contract in accordance with current legislation, as well as conditions that are set by one of the parties as mandatory for reaching an agreement.

The subject of the agreement is discussed above. According to the second point, the type of agreement should be determined: purchase and sale, transfer of ownership, contract, lease, etc. After this, you should familiarize yourself with the current laws and regulations, find out what conditions are essential for this agreement and include them in the document. As for the third point, any party can specifically stipulate the inclusion of its conditions, which it considers essential.

The contract price must be indicated. It is she who determines all possible compensations and fines that may arise in case of violation of the terms of the contract or the terms of its implementation. It is advisable to determine the cost of performing each stage of the contract. But at the same time, they must be clearly distinguished by the volumes completed, deadlines or services provided. And do not forget to indicate whether VAT is included in the specified contract price or not. In the case where the contract price is indicated in euros or dollars, indicate in the text at what rate and on what date the conversion into rubles will be made. You have the right to pay in currency only.

Be sure to indicate in the contract the deadlines for completing both the entire work and its individual stages, if they are highlighted. You can also specify the due date in calendar days. And don’t forget to put the date of the agreement in the header of the document or next to the signatures of the parties. The signatures of the parties must be on all sheets of the document, which must be numbered.

If one party to an agreement instructs the other to perform certain work for an agreed fee, then this is considered a contract agreement.

There are several types of such contracts, the most common of which are household contracts and construction contracts. Less known to the common man– contract for design and survey work, as well as contract work for government needs.

One of the basic rules applicable to a work contract is that the work is performed using materials and using the contractor’s tools and equipment, unless otherwise specified in the contract itself. And, accordingly, the blame for using poor quality material also lies with him.

Unlike most types of contracts, this contract must necessarily specify various risks. In accordance with Russian legislation The risks for damage or destruction of materials transferred for processing or processing are borne by the customer, as in the case if he missed the deadline for accepting the work performed. In case of destruction or damage to work already completed, as well as in case of damage due to a violation of the deadline for delivery of work results, the contractor is responsible.

Another feature of this type of agreement is the possibility of involving in the execution various works third parties, usually with the consent of the customer. Then the contractor will be considered the general contractor, and the persons involved will be considered subcontractors. The general contractor is responsible for shortcomings in the work performed by subcontractors, unless otherwise specified by the terms of the contract. Also, the law directly prohibits mutual filing of claims between the customer and the subcontractor.

It is also necessary to keep in mind that current legislation allows the conclusion of an agreement with an approximate price. Only this fact must be justified and specified in the contract. This mainly concerns the implementation complex work, for example, when building the foundation of a house. The estimate should be prepared taking into account the qualities of the soil and underwater waters typical for a certain settlement, but during the construction work a slab of durable material or the presence of closely spaced groundwater, which, naturally, will significantly increase both the volume and complexity of the work, as well as the number of necessary building material and increasing labor hours.

In addition, any contract may contain special conditions acceptance of completed work, requirements for their quality, as well as contractor guarantees for their work and deadlines for submitting quality claims. It is legally defined how the contractor is liable for violation of the quality of work:

• free elimination of all identified shortcomings and shortcomings - a reasonable period is established for elimination, i.e. Naturally, it doesn’t take a month to replace a faucet;
• reducing the cost of work performed taking into account identified deficiencies;
• reimburses the customer’s expenses spent on eliminating identified deficiencies on its own or by third party organizations or individuals.

The contract may also stipulate the possibility of performing poorly performed work again, if this is possible in principle, with compensation to the customer for penalties (costs) for violating the deadlines for completing the order.

But the customer’s rights to make claims regarding the quality of work are also limited by the legislator. This period is limited to the warranty period; if it is not established, then the term is reasonable, but not exceeding two years.

Thus, the contract is a rather individual and specific contract that requires careful attention and scrupulous attention to detail.

Subject of the Agreement English. subject of a contract is a list and composition of work, actions performed, determining the type and nature of the terms of the contract or agreement being concluded.

Dictionary of business terms. Akademik.ru. 2001.

See what “Subject of the Agreement” is in other dictionaries:

An article of the agreement that describes the subject of the agreement and its exact name. The subject of the agreement follows the preamble. See also: Articles of a purchase and sale agreement Financial Dictionary Finam... Financial Dictionary

SUBJECT OF THE AGREEMENT- an action or a set of actions that determine the type and nature of the terms of the transaction being concluded. P.d. briefly reflected in the title of the agreement, for example purchase, sale, lease, commission, guarantee, etc. Depending on P.d. types are determined... ...

SUBJECT OF THE AGREEMENT ON THE ESTABLISHMENT OF THE TRUST- property that the founder of the trust owns by virtue of ownership, as well as the property and personal non-property rights associated with it. The subject of an agreement on the establishment of a trust cannot be: property that does not allow separation from another... ... Large economic dictionary

Subject of the social rental agreement- 1. The subject of the social tenancy agreement must be residential premises (residential building, apartment, part of a residential building or apartment)... Source: Housing Code of the Russian Federation dated December 29, 2004 N 188 Federal Law (as amended on June 29, 2012) ... Official terminology

Subject of the financial lease (leasing) agreement- The subject of a financial lease agreement can be any non-consumable things, except for land plots and other natural objects... Source: Civil Code of the Russian Federation (part two) dated January 26, 1996 N 14 Federal Law (as amended on November 30, 2011) (as amended ... Official terminology

See Purchase Annuity and Life Annuity. The new all-German civil code treats the purchase of rent or rental service in the department property rights and, allowing for the establishment of eternal R., it requires, however, that the contract provide for... ... encyclopedic Dictionary F. Brockhaus and I.A. Efron

Provision by the depository to the depositor of services for storing securities certificates, accounting and certification of rights to securities by opening and maintaining by the depository a depository account of the depositor, carrying out transactions on this account. See also: Depositors... Financial Dictionary

DEPOSITORY AGREEMENT SUBJECT- SUBJECT OF THE DEPOSITORY AGREEMENT... Legal encyclopedia

Noun, m., used. often Morphology: (no) what? subject, what? subject, (see) what? subject, what? subject, about what? about the subject; pl. What? objects, (no) what? objects, what? objects, (see) what? objects, what? objects, about what? about objects... ... Dictionary Dmitrieva

- (see SUBJECT OF THE DEPOSITORY AGREEMENT) ... Encyclopedic Dictionary of Economics and Law

Books

• Agreement on the exercise of the rights of participants in business companies in Russian and English law, Osipenko Kirill Olegovich. This monograph is devoted to comparative legal analysis legal regulation agreements on the exercise of the rights of participants in business companies in Russian and English law. IN…