Conclusion of contract

• A contract shall be deemed concluded when an agreement (in the form required in such cases) is reached between the parties in respect of all its essential terms. (art. 393 Civil Code)

The contract is concluded if:

• There is an agreement of parties (offer + acceptance)

• In the required form (verbal, written, certified by notary, registered by state) (art. 151-156, 394 Civil Code)

In respect of all essential conditions

Essential conditions:

• Condition on subject of the contract

• Conditions which are recognized as essential by legislation or which are necessary for the contract of the given type (e.g. art.407, 542)

All the conditions that have to be agreed on in accordance with the statement of one of the parties to the contract

AGREEMENT OF PARTIES =

OFFER + ACCEPTANCE

Definitions:

• OFFER - the proposal to conclude a contract, made to one or several definite persons, if it is sufficiently definite and expresses the intention of the person who made it to deem himself bound in the event of its acceptance.

• Offeror (Оферент) - person proposing to conclude a contract

• Offeree (Адресат оферты) – person to which the proposal is sent.

Acceptant (Акцептант) – person who accepted the proposal to conclude a contract

A proposal to conclude a contract shall be deemed sufficiently defined if:

• it contains the essential conditions of the agreement

• or the order of their determination.

Binding offer

• An offer shall bind the person who sends it (the offeror) from the moment of its receipt by the addressee.

• The offer received by an offeree (addressee) may not be revoked during the term set forth for its acceptance unless otherwise is provided in the offer itself or does not follow from the essence of the proposal or the circumstances under which it was made.

Revoking an offer

• If notification to revoke an offer which was received earlier or simultaneously with the offer itself, the offer shall be deemed to be unreceived.

Notification to revoke an offer - Извещение об отзыве оферты

Advertising vs. public offer

• Advertising and any other proposals, which are addressed to an indefinite circle of persons, shall be considered as an invitation to offer unless otherwise is provided in the proposal.

The proposal which contains all the essential conditions of the agreement from which the will of the person making the proposal is understandable to conclude the agreement, on the conditions indicated, with anyone who fully response shall be recognized as an offer (public offer).