What to do if the contract was not concluded and the obligations were not fulfilled. Are there mutual obligations without an agreement?

Is it necessary for an organization to enter into a written agreement for one-time transactions for the provision of services?

Therefore, an organization can conduct full-fledged contractual work entirely only on the basis of issued and paid invoices. This form of contractual work can significantly simplify the work of staff (especially when contracts amount to hundreds and thousands per month), and most importantly, increase the efficiency of work with contractors.

By the way, many large companies (in particular, those that were previously part of the RAO UES of Russia group) practice a very convenient method of establishing contractual relations with counterparties, which can be adopted by any business entity.

The company’s local documents establish a contractual limit (for example, 10 thousand rubles), if this limit is exceeded, an agreement must be drawn up in the form of a single document signed by authorized representatives of both parties.

The main positive feature of this approach to formalizing contractual relations is, in my opinion, the following. Let's assume that an invoice in the amount of 1 thousand rubles has been paid. For some reason, the contract that arose in connection with the payment of this invoice was not fulfilled. Does it make sense for the payer (the injured party) to initiate legal proceedings? Of course not. The time spent and the distraction of lawyers from their main job responsibilities are not commensurate with the amount of claims. Therefore, initially there is no point in delving into the coordination of contractual terms; it is enough to limit ourselves to the subject of the agreement, which will be indicated in the invoice for payment. If the amount of the contract is more or less significant and in case of non-fulfillment of its terms, additional interest will be, for example, various penalties, it makes sense to conclude the contract as a separate document, including in it all the terms and conditions that both parties are interested in complying with.

So, contractual work (sale of goods, provision of services) can be carried out on the basis of issued and paid invoices. As for the supply agreement mentioned in the question, then, of course, not all of its terms can be agreed upon in the invoice. The fact is that an essential condition of the supply contract is its validity period (clause 1 of Article 508 of the Civil Code of the Russian Federation), which is hardly possible to determine in the invoice. Therefore, the supply of goods on the basis of a paid invoice should be qualified not as an analogue of a supply agreement, but as a one-time purchase and sale transaction.

In conclusion, we note several agreements, the existence of which in the form of a paid invoice is impossible due to a direct legislative prohibition. We are talking about such agreements as a contract for the sale of real estate (Article 550 of the Civil Code of the Russian Federation), a contract for the sale of an enterprise (clause 1 of Article 560 of the Civil Code of the Russian Federation), a lease agreement for a building or structure (clause 1 of Article 651 of the Civil Code of the Russian Federation).

Consequences of taking actions without obtaining approval

Any action can be performed without the consent of the interested party only if it has the goal of preventing serious damage and is performed solely to obtain a positive result (actions in someone else’s interest - Article 980 of the Civil Code of the Russian Federation.)

According to Art. 981 of the Civil Code of the Russian Federation, in any case, one who acts for the benefit of another must inform him about this and wait for consent to such actions, with the exception of urgent events.

If in the process of taking actions the party performing them learned that the other party does not agree with the measures being taken, then such party will not owe anything to anyone.

Thus, the right to demand compensation for a positive result obtained without the consent of a specific person is possible only if this right is enshrined in law, contract or customs of the business environment.

The Plaintiff did not prove that the Defendant instructed him or subsequently approved the performance of advertising actions in his favor; the parties did not enter into any agreements in this regard; there is no legal act that makes it possible to receive such remuneration by force of law.

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Conclusion of an agreement for a one-time transaction

Our organization is engaged in wholesale and small wholesale trade of spare parts for municipal equipment.

When selling goods to organizations, we enter into contracts.

We have a one-time deal with some organizations.

Can we not conclude an agreement in this case? If yes, what regulatory document confirms this?

Re: Concluding an agreement for a one-time transaction

Look at the purchase and sale group and don’t bother.

And even without a contract, then in the case of yours or the buyer’s problem (non-timely payment, short delivery, etc.), proving the fact of purchase/sale is not a problem. Only you need it??

According to Art. 161 Civil Code: Must be made in simple written form, with the exception of transactions requiring notarization: 1) transactions of legal entities among themselves and with citizens.

2. An agreement in writing can be concluded by drawing up one document signed by the parties, as well as by exchanging documents through postal, telegraphic, teletype, telephone, electronic or other communications that make it possible to reliably establish that the document comes from a party to the agreement.

1. An offer is a proposal addressed to one or more specific persons, which is sufficiently specific and 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 offer must contain the essential terms of the contract.

3. The performance by the person who received the offer, within the period established for its acceptance, of actions to fulfill the terms of the contract specified in it (shipment of goods, provision of services, performance of work, payment of the appropriate amount, etc.) is considered acceptance, unless otherwise provided law, other legal acts or not specified in the offer.

One cannot but agree with BubbleJane, the conclusions are absolutely correct. However, I would like to defend the agreement in the form of one document in several copies (one original for each of the parties to such a transaction). What's good about it?

“Nothing at all,” practical business executives will answer me. Like, unnecessary paperwork.

And it’s hard to disagree with this. After all, you still have to prepare an invoice and other documents, and then you also need to draw up an agreement. Why do some layers dislike him so much (note those who directly spin the flywheel of economic relations of any organization, and therefore actually bring it profit)? I watched them for a long time and noticed that many of them do not want to get involved with drawing up contracts, precisely because they have realized why they are actually needed. And they are needed in order to register in them in as much detail as possible a specific trade transaction on which a specific agreement has been reached, which, as a rule, differs from typical situations (including from the usually accepted rules of business turnover), since always there will be special nuances that are characteristic only of this particular transaction, which, by the way, should be clarified before its conclusion. And all this, of course, requires more time than issuing an invoiced offer.

And in principle, all these invoices and acceptances on them and other conclusive actions of the parties work, but until the first misunderstanding in the form of a delay, violation, error and other events and facts that do not, do not, and do happen in our lives, alas. And then. Then you understand the value of an agreement in writing and drawn up in the form of one document according to the rules of the mandatory and dispositive norms of the Civil Code of the Russian Federation. Where can I write down all the “no9quot; and “if9quot; and much more, declaring some dispositive norms of the Civil Code of the Russian Federation specifically for this agreement, already as mandatory, etc. etc., and this, as you understand, is already a different quality of your relationship with counterparties, who will once again think about cheating such a serious partner, who approaches every transaction so scrupulously, you must admit, this is often worth a lot, this is also called business reputation.

Posted on November 30, 2017by. This entry was posted in Category name. Bookmark the permalink.

There are the following deadlines for completing work (providing a service): its start date, completion date, intermediate completion dates for individual stages of work (Articles 708, 783 of the Civil Code of the Russian Federation; clause 3 of Article 27 of the Law of 02/07/1992 N 2300-1).

If the contractor, through his own fault, violated these deadlines or during the execution of the work it became obvious that it would not be completed on time, you have the right of your choice (clauses 1, 2, 4 of Article 28 of Law No. 2300-1):

1. Assign a new deadline to the contractor, which is specified in the contract or additional agreement.

If the new deadline is not met, you have the right to present the contractor with one of the requirements given below.

2. Entrust the performance of work (provision of services) to third parties for a reasonable price or perform it on their own and demand compensation from the contractor for expenses incurred.

3. Demand a reduction in the price for performing the work (providing the service).

Refuse to execute the contract for the performance of work (provision of services). In this case, the contractor has no right to demand reimbursement from you of his costs incurred in performing the work (providing the service), as well as payment for the work performed (service provided). An exception is the case when the consumer accepted the work performed (service provided).

You also have the right to demand full compensation for losses caused to you in connection with the delay in completing the work (rendering the service). Losses are compensated within the time limits established to satisfy your claims (clause 1, article 28 of Law No. 2300-1).

If the contractor violates the terms of the work (provision of services), you have the right to demand payment of a penalty in the amount of 3% of the price of the work (provision of services), and if its price is not determined by the contract for the performance of work (provision of services) - the total price of the order. A higher amount of the penalty (fine) may be established by the contract for the performance of work (rendering services) (clause 5 of Article 28 of Law No. 2300-1).

Note: In practice, service providers often refuse to pay the penalty, therefore, as a rule, collection of the penalty is possible only in court.

Consumer demands related to the contractor’s violation of the deadline for completing work (providing a service) are not subject to satisfaction if the delay occurred due to force majeure or due to the fault of the consumer (clause 6 of Article 28 of Law No. 2300-1).

Consulting services and their correct execution

Upon expiration of the Agreement, the Contractor must return to the Customer all received documentation and samples that were not used by him in the provision of services.2.5. Provide the Customer with written reports on the progress of the provision of services under the Agreement.2.6. Provide the Customer with materials and conclusions in electronic form on magnetic media; based on the results of services - written materials and conclusions.2.7. At the Customer's request, participate in negotiations and defend your opinion on the conclusion.2.8. Provide, if necessary, at the request of the Customer, explanations to interested parties, including government and scientific organizations, on the materials provided by the Contractor in accordance with the Agreement. 2.9. The parties' liability under this Agreement arises in the event of non-fulfillment or improper fulfillment by a party of its obligations under this Agreement. 6.2. Either party is released from liability if the failure to fulfill or improper fulfillment of obligations was due to force majeure circumstances that could not be eliminated by the party under any circumstances. 6.3. Disputes between the parties are resolved voluntarily through negotiations. 6.4.

If the dispute is not resolved as a result of negotiations, it is referred to the court in the manner established by the current legislation of the Russian Federation. 7. FINAL PROVISIONS 7.1. This Agreement may be amended or supplemented by additional written agreement of the parties. 7.2. All written annexes and additions to this Agreement are its integral parts.

Is a Service Agreement required?

Question: The company ordered an interior sign for the office. The supporting accounting documents include an Invoice for payment, a Payment Order for payment and a Certificate of Completion of Work. Is the Contract for the manufacture and installation of a sign a mandatory document? For us this is a formality. The sign has already been installed. Answer: If the customer is a legal entity, a written agreement is required. However, according to civil law, the existence of a contract can be evidenced by the acceptance of an offer: issuing an invoice is sending an offer to the client, and its payment is an acceptance. Thus, if instead of an agreement you were given an invoice, and you paid it without drawing up a separate written agreement, it is considered that the agreement has been concluded, i.e. legal requirements have not been violated. As a rule, an agreement in the form of a separate document is needed to agree on all the terms of the relationship between the parties to the transaction in order to further protect the rights of each party. If the agreement is nothing more than a formality, its existence is not necessary. Current as of 06/20/2015.

The plaintiff could not prove that he organized the filming process for advertising

In the explanations, the Plaintiff indicated that he filmed the production “Cow from Korenovka” after he developed the corresponding scripts. But the acts he presented contradict these statements, since the filming act is dated May 31, 2021, and the script development act is dated July 16, 2021, that is, in reverse order. In addition, the Plaintiff later changed his testimony and said that another product was being filmed - Blacklife. The defendant provided the court with all the materials on the advertising shooting of products of the “Cow from Korenovka” trademark, as well as video scripts. From these documents it clearly follows that the work was carried out by the forces and means of the Defendant, and not the Plaintiff.

Based on a detailed analysis, the court completely rejected RA Index LLC’s claim.