Chapter 29. Change and termination of the contract.
Article 450. Grounds for amendment and termination of the contract.
1. Change and termination of the contract are possible by agreement of the parties, unless otherwise provided by this Code, other laws or the contract.
2. At the request of one of the parties, the contract may be changed or terminated by a court decision only:
1) in the event of a material breach of the contract by the other party;
2) in other cases stipulated by this Code, other laws or a contract.
A violation of a contract by one of the parties is recognized as significant, which entails for the other party such damage that it is largely deprived of what it was entitled to expect when concluding the contract.
3. In the event of a unilateral refusal to perform the contract in full or in part, when such a refusal is permitted by law or by agreement of the parties, the contract shall be deemed terminated or amended accordingly.
Article 451. Amendment and termination of the contract due to a significant change in circumstances.
1. A significant change in the circumstances from which the parties proceeded at the conclusion of the contract is the basis for its change or termination, unless otherwise provided by the contract or follows from its essence.
A change of circumstances is considered significant when they have changed so much that if the parties could reasonably foresee this, the contract would not have been concluded by them at all or would have been concluded on significantly different conditions.
2. If the parties have not reached an agreement on bringing the contract into conformity with substantially changed circumstances or on its termination, the contract may be terminated, and on the grounds provided for by paragraph 4 of this article, the court modified it at the request of the interested party if the following conditions were present:
1) at the time of the conclusion of the contract, the parties proceeded from the fact that such a change in circumstances will not occur;
2) the change of circumstances is caused by reasons that the interested party could not overcome after they arose with the degree of care and diligence that was required of it according to the nature of the contract and the terms of turnover;
3) the execution of the contract without changing its conditions would violate so much the parity of the property interests of the parties that correspond to the contract and would cause such damage to the interested party that it would largely lose what it was entitled to expect when concluding the contract;
4) it does not follow from the customs of business turnover or the essence of the contract that the risk of a change in circumstances is borne by the interested party.
3. When a contract is terminated due to substantially changed circumstances, the court, at the request of either of the parties, determines the consequences of the contract termination, based on the need for a fair distribution among the parties of expenses incurred by them in connection with the execution of this contract.
4. A contract change in connection with a significant change in circumstances is allowed by a court decision in exceptional cases when termination of the contract is contrary to the public interest or entails damage to the parties that far exceeds the costs necessary to execute the contract under the conditions amended by the court.
Article 452. Procedure for amendment and termination of the contract.
1. An agreement to amend or terminate a contract is made in the same form as the contract, unless otherwise provided by law, other legal acts, contract or business practice.
2. The requirement to amend or terminate the contract may be filed by the party to the court only after receipt of the refusal of the other party to the proposal to amend or terminate the contract or not receive a response within the time specified in the proposal or established by law or contract, and if there is no, within thirty days .
Section 453. Consequences of the amendment and termination of the contract.
1. When changing the contract, the obligations of the parties remain in a modified form.
2. Upon termination of the contract, the obligations of the parties shall terminate.
3. In the event of a change or termination of the contract, the obligations are considered modified or terminated from the time the parties enter into an agreement to amend or terminate the contract, unless otherwise provided by the agreement or the nature of the contract change, and when the contract is changed or terminated in court validity of a court decision to amend or terminate the contract.
4. The parties shall not have the right to demand the return of what was performed by them under the obligation prior to the moment of modification or termination of the contract, unless otherwise provided by law or by agreement of the parties.
5. If the reason for the amendment or termination of the contract was a substantial breach of contract by one of the parties, the other party shall have the right to demand compensation for damages caused by the amendment or termination of the contract.
President of the Russian Federation B. Yeltsin
November 30, 1994
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