Article 425 of the Civil Code of the Russian Federation. Validity of the agreement (current version)
1. According to the commented article, the agreement comes into force from the moment of its conclusion. This moment is considered to be the receipt of acceptance by the offeror. If the agreement requires the transfer of property, then it is considered concluded when this transfer takes place, and if the agreement is subject to state registration, then it is considered concluded from the moment of its registration.
The process of concluding an agreement includes three successive stages: 1) sending by one party a proposal to conclude an agreement (offer); 2) acceptance of an offer to conclude an agreement (acceptance); 3) receipt of acceptance by the party sending the offer.
The latter is determined in accordance with the rules of other articles of the Civil Code - 432, 433 (see commentary to them).
The significance of determining the moment of entry into force of the contract is that obligations to perform the contract will arise from the moment of its conclusion. For example, it is impossible to recover a penalty for violations committed in the period preceding the conclusion of the contract.
2. According to paragraph 2 of the commented article, the parties have the right to establish that the terms of the agreement they have concluded apply to their relations that arose before the conclusion of the agreement.
Thus, if the parties actually entered into a civil relationship and then decided to formalize it with an agreement, then the provisions of the concluded agreement can be applied to the relations that arose before the conclusion of the agreement. To do this, it is necessary to agree on the appropriate condition in the contract. In this case, you can demand execution of the contract.
3. As follows from paragraph 3 of the commented article, the law or the agreement may provide that the expiration of the term of the agreement entails the termination of the obligations of the parties under the agreement.
As an example, we can cite the provisions of paragraph 6 of Art. 367 of the Civil Code of the Russian Federation, according to which the guarantee is terminated upon expiration of the period specified in the guarantee agreement for which it was given.
If the contract does not contain such a condition, then it is recognized as valid until the moment specified in it when the parties fulfill the obligation.
4. Paragraph 4 of the commented article establishes a rule according to which the parties are not released from liability for violation of obligations arising from the contract and after its expiration. Claims for compensation for losses caused by breach of contract are made regardless of the termination of the contract during the limitation period. The same should be said about other forms of liability (for example, the collection of penalties).
According to paragraph 68 of the Resolution of the Plenum of the Supreme Court of the Russian Federation dated March 24, 2016 N 7 (as amended on February 7, 2017) “On the application by courts of certain provisions of the Civil Code of the Russian Federation on liability for violation of obligations,” “the expiration of the contract does not entail the termination of all obligations under agreement, in particular the obligations of the parties to pay a penalty for violation of obligations, unless otherwise provided by law or agreement (clauses 3, 4 of Article 425 of the Civil Code of the Russian Federation).”
Comment source:
“CIVIL CODE OF THE RUSSIAN FEDERATION. PART ONE. ARTICLE-BY-ARTICLE COMMENT"
S.P. Grishaev, T.V. Bogacheva, Yu.P. Sweet, 2019
