179 of the Civil Code of the Russian Federation, judicial. Invalidity of a transaction made under the influence of deception. Refusal to satisfy the claim

YOU RF EXPLAINED THE FEATURES OF CHALLENGING TRANSACTIONS COMPLETED UNDER THE INFLUENCE OF SIGNIFICANT MISCONCEPTION, DECEPTION, THREATS, VIOLENCE AND ADVERSE CIRCUMSTANCES (INFORMATION LETTER OF THE PRESIDIUM OF YOU RF DATED 12/10/2013 N 162)

1. The choice between the requirement to recognize the transaction as invalid on the basis of Art. Art. 178 or 179 of the Civil Code of the Russian Federation and other methods of protection belong to the party whose right is violated >>>
2. Those not listed in Art. 178 of the Civil Code of the Russian Federation, circumstances in which misconception may be the basis for the invalidity of a transaction >>>
2.1. If a party makes a technical error when concluding a contract, it may be grounds for declaring the transaction invalid >>>
2.2. Misconception regarding certain qualities of a party to a transaction may be grounds for invalidity if they were of significant importance to the other party when concluding the contract >>>
3. The grounds for refusing to recognize a transaction as invalid as being made under the influence of a mistake are explained >>>
3.1. Misconception regarding the legal consequences of a transaction is not grounds for its invalidity >>>
3.2. A transaction cannot be declared invalid if, at its conclusion, the party was not mistaken regarding the circumstances on the basis of which it is now challenging the transaction >>>
3.3. A transaction cannot be declared invalid as being made under the influence of a mistake, if the plaintiff did not exercise the usual diligence for business practice >>>
4. Excessive excess of the contract price relative to other contracts of this type may indicate a transaction was concluded on extremely unfavorable terms >>>
5. The grounds and consequences of the invalidity of a transaction made under the influence of a threat are explained >>>
5.1. If a participant’s application to withdraw from the LLC is invalidated as a unilateral transaction made under the influence of a threat, the participant is considered not to have left the company >>>
5.2. The party that has challenged a transaction made under the influence of a threat has the right to demand compensation for losses according to the general rules established for compensation for damage >>>
5.3. A threat to exercise a right is grounds for declaring a transaction invalid if, under the influence of this threat, a party entered into a transaction not related to the specified right >>>

The Supreme Arbitration Court of the Russian Federation provided clarifications in the Review of the practice of application by arbitration courts of Articles 178 and 179 of the Civil Code Russian Federation, approved by Information Letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated December 10, 2013 N 162 (hereinafter referred to as the Review approved by Information Letter N 162). The recommendations concern the rules on the invalidity of transactions made under the influence of a material misconception (Article 178 of the Civil Code of the Russian Federation), as well as transactions made under the influence of deception, violence, threat or unfavorable circumstances (Article 179 of the Civil Code of the Russian Federation).

The provisions of the named articles of the Civil Code of the Russian Federation have changed since September 1, 2013 in connection with the adoption of Federal Law dated May 7, 2013 N 100-FZ. As a result, some conclusions of arbitration courts were enshrined at the legislative level, others, on the contrary, lost their relevance and now diverge from the current Civil Code of the Russian Federation. The Supreme Arbitration Court of the Russian Federation explained, in particular, in what cases, in addition to those listed in Art. 178 of the Civil Code of the Russian Federation, the misconception of a party to a transaction can be considered significant, and also in what cases a transaction is considered enslaving, and a threat is considered sufficient for a transaction made under its influence to be declared invalid.

Read more about changing the provisions of Art. Art. 178 and 179 of the Civil Code of the Russian Federation, see! ConsultantPlus: Legal news. Special issue "Changes to the provisions of the Civil Code of the Russian Federation on transactions, representation, decisions of meetings, limitation periods, etc. (Federal Law of 05/07/2013 N 100-FZ)".

Often, the basis for challenging transactions is the misconception or deception of the party regarding the qualities of the subject of the transaction, for example, if the buyer was mistaken or deceived about the purchased goods. In this case, the question arises of competition between ways to protect the violated right: to demand that the transaction be declared invalid (Articles 178, 179 of the Civil Code of the Russian Federation) or to apply the consequences of the transfer of goods of inadequate quality? The Supreme Arbitration Court of the Russian Federation clarified that the choice belongs to the erring (deceived) party. This approach seems justified, since the transactions in question are contestable, that is, they can retain legal force if they are not declared invalid by the court. It is logical to give the injured party the right to choose - to save the transaction and apply legal obligations methods of protection or to demand that the transaction be declared invalid. However, it is important to remember that the party who has achieved recognition of the invalidity of a transaction due to a mistake not only must return (and receive) everything performed under the transaction, but in some cases is obliged! compensate the other party for real damage (clause 6 of Article 178 of the Civil Code of the Russian Federation).

Before the amendment to Art. 178 of the Civil Code of the Russian Federation (until September 1, 2013), if a party was mistaken regarding circumstances not listed in this article, claims arising from a violation of an obligation should be presented, for example, a requirement to apply the consequences of transferring goods of inadequate quality (Article 475 of the Civil Code RF). In such cases, the courts refused to recognize the transaction as invalid as being made under the influence of a mistake.

This is evidenced by examples of practice of courts of general jurisdiction and arbitration courts (Definitions of the Supreme Court of the Russian Federation dated October 4, 2011 N 81-B11-4, Supreme Arbitration Court of the Russian Federation dated October 29, 2012 N VAS-11960/12, Resolution of the Federal Antimonopoly Service of the West Siberian District dated January 14, 2003 N F04/189-1157/A46-2002).

On other rights of the buyer when transferring low-quality goods to him, except for those provided for in clauses 1 and 2 of Art. 475 of the Civil Code of the Russian Federation, see Guide to judicial practice. Purchase and sale. General provisions. Issues of judicial practice on the interpretation and application of Art. 475 of the Civil Code of the Russian Federation.

On the requirements for the quality of a new product and the application of the consequences provided for in Art. 475 of the Civil Code of the Russian Federation in case of delivery of goods of inadequate quality, see Guide to contractual work. Supply. Recommendations for concluding a contract.

2. Those not listed in Art. 178 of the Civil Code of the Russian Federation, circumstances in which misconception may be the basis for the invalidity of a transaction

A transaction made under the influence of a mistake may be declared invalid at the request of the mistaken party. A prerequisite for declaring a transaction invalid is the essential nature of the misconception. In paragraph 2 of Art. 178 of the Civil Code of the Russian Federation provides an open list of circumstances in which the error is assumed to be sufficiently significant. The Supreme Arbitration Court of the Russian Federation clarified under what other circumstances, in addition to those listed in this norm, a mistake can be recognized as significant, and under what circumstances, on the contrary, it cannot.

Amendment of Art. 178 of the Civil Code of the Russian Federation opens up wider opportunities for challenging transactions made under the influence of misconception. Before September 1, 2013, the list of circumstances under which a misconception was considered material was significantly narrower and closed. As a result, arbitration courts and courts of general jurisdiction refused to recognize a transaction as invalid if a party referred to misconception regarding circumstances not included in paragraph. 2 p. 1 art. 178 of the Civil Code of the Russian Federation as amended.

The courts believed that “a misconception about any other circumstances other than those listed in the law cannot be recognized as a mistake and cannot serve as a basis for declaring a transaction invalid.”
+ Judicial practice:
- Determination of the Supreme Court of the Russian Federation dated January 17, 2012 N 9-B11-8;
- Determination of the Supreme Court of the Russian Federation dated October 4, 2011 N 18-B11-51;
- Determination of the Supreme Arbitration Court of the Russian Federation dated December 6, 2012 N VAS-15764/12;
- Determination of the Supreme Arbitration Court of the Russian Federation dated October 29, 2012 N VAS-11960/12;
- Resolution of the Federal Antimonopoly Service of the West Siberian District dated August 20, 2013 N A67-7819/2012;
- Resolution of the Federal Antimonopoly Service of the Volga Region dated July 18, 2013 N A06-5824/2012;
- Resolution of the Federal Antimonopoly Service of the North-Western District dated August 12, 2013 N A21-8836/2012;
- Resolution of the Federal Antimonopoly Service of the North-Western District dated January 22, 2013 N A42-3419/2011;
- Resolution of the Federal Antimonopoly Service of the North Caucasus District dated April 27, 2012 N A32-588/2011;
- Resolution of the Federal Antimonopoly Service of the Ural District dated November 1, 2013 N F09-10729/13 in case N A07-23356/2012;
- Resolution of the Federal Antimonopoly Service of the Ural District dated December 13, 2012 N F09-11979/12 in case N A60-15496/2012;

The Supreme Arbitration Court of the Russian Federation emphasized that in the new edition of Art. 178 of the Civil Code of the Russian Federation, the list of such circumstances is approximate.

On the difference between the concept and content of a material error in the current and previous editions of Art. 178 of the Civil Code of the Russian Federation, see Legal news. Special issue "Changes to the provisions of the Civil Code of the Russian Federation on transactions, representation, decisions of meetings, limitation periods, etc. (Federal Law of 05/07/2013 N 100-FZ)".

2.1. A technical error made by a party when concluding a contract may be grounds for declaring the transaction invalid

Clause 1 of the Review approved by Information Letter No. 162

Such an error may be made, in particular, in relation to the amount constituting the contract price. For example, when concluding a contract, a party mistakenly indicated one price, but actually meant another. The Review, approved by Information Letter No. 162, provides an example of a technical error regarding the price of a contract concluded with a company that won the bidding in the form of an open auction. In the notice of the event! During the bidding, the initial maximum contract price was designated as “2.7 million rubles,” while the company that won the auction offered to supply goods for only “2.3 rubles,” that is, more than a million times cheaper. In this case, the court found that the company had made a technical error.

Let us note that in arbitration practice there previously existed an approach according to which the admission of a technical error by an auction participant when submitting a proposal for the contract price (which is clearly less than the initial maximum contract price) cannot be considered as a basis for declaring the transaction invalid under Art. 178 of the Civil Code of the Russian Federation (see, for example, Determination of the Supreme Arbitration Court of the Russian Federation dated September 30, 2010 N VAS-13020/10).

This is due, in particular, to the fact that until September 1, 2013, defined in Art. 178 of the Civil Code of the Russian Federation, the list of cases where a misconception was significant was closed and included only a misconception:
- regarding the nature of the transaction;
- regarding the identity of the subject;
- regarding such qualities of an item that significantly reduce the possibility of its intended use.

Now in sub. 1 item 2 art. 178 of the Civil Code of the Russian Federation states, in particular, that an obvious typo or typo can also be considered a significant error. This is an open list, therefore the indication of a technical error by the Supreme Arbitration Court of the Russian Federation does not contradict the meaning of paragraph 2 of Art. 178 Civil Code of the Russian Federation. It is interesting that in the Review approved by Information Letter No. 162, the Supreme Arbitration Court of the Russian Federation did not explain what the relationship between a technical error and a typo is.

2.2. Misconception regarding certain qualities of a party to a transaction may be grounds for invalidity if they were of significant importance to the other party when concluding the contract

Clause 2 of the Review approved by Information Letter N 162

One of the grounds for declaring a transaction invalid is now misconception regarding the person with whom the party enters into the transaction (subclause 4, clause 2, article 178 of the Civil Code of the Russian Federation). The Supreme Arbitration Court of the Russian Federation explains that the basis for invalidity can be a misconception not only regarding the identity of the counterparty as a whole, but even regarding its individual qualities. Such qualities must be of significant importance to the other party. For example, whether the supplier has the exclusive right to import goods into the Russian Federation is of significant importance! for the buyer. The absence of such a right may lead to increased risks, the imposition of interim measures on goods, and a decrease in the speed of sales of goods.

3. The grounds for refusing to invalidate a transaction as being made under the influence of a mistake are explained

Among such grounds, the Supreme Arbitration Court of the Russian Federation named cases when the party challenging the transaction, upon its conclusion:
- was mistaken regarding the legal consequences of concluding a transaction (clause 3 of the Review approved by Information Letter No. 162);
- was not mistaken regarding the circumstances on the basis of which she is now challenging the transaction (clause 4 of the Review approved by Information Letter No. 162);
- did not show the usual diligence for business practice (clause 5 of the Review approved by Information Letter No. 162).

All these grounds for refusing to invalidate a transaction follow from the meaning of Art. 178 of the Civil Code of the Russian Federation, but are not directly named in it.

For the grounds on which a transaction made under the influence of a mistake should or can be recognized as valid, see Legal news. Special issue "Changes to the provisions of the Civil Code of the Russian Federation on transactions, representation, decisions of meetings, limitation periods, etc. (Federal Law of 05/07/2013 N 100-FZ)".

3.1. Misconception regarding the legal consequences of a transaction is not grounds for its invalidity

Clause 3 of the Review approved by Information Letter No. 162

The Supreme Arbitration Court of the Russian Federation distinguished between the nature of the transaction and its legal consequences.

If a party had a misconception about what rights and obligations would arise under the transaction (was mistaken about the legal consequences), this is not enough to invalidate the transaction. However, if a party tried to conclude one transaction, and as a result, due to a mistake, concluded another (was mistaken about the nature of the transaction), then the transaction may be declared invalid.

Thus, the Supreme Arbitration Court of the Russian Federation actually indicated that the nature of a transaction refers to its type. This approach is generally consistent with the position widespread in judicial practice.
+ Judicial practice
- Determination of the Supreme Arbitration Court of the Russian Federation dated October 22, 2010 N VAS-14081/10;
- Decree! statement of the Federal Antimonopoly Service of the Volga-Vyatka District dated March 18, 2011 N A79-4411/2010;
- Resolution of the Federal Antimonopoly Service of the West Siberian District dated January 22, 2013 N A42-3419/2011;
- Resolution of the Federal Antimonopoly Service of the West Siberian District dated February 21, 2008 N! A27-1021/2007-1;
- Resolution of the Federal Antimonopoly Service of the Central District dated July 23, 2012 N A64-9171/2011.

In other cases, arbitration courts understood the nature of the transaction as:
- content of the contractual obligation (see, for example,! Resolution of the Federal Antimonopoly Service of the Volga-Vyatka District dated 04/06/2007 N A79-2559/2006);
- essential terms of the transaction (see Resolutions of the FAS Moscow District dated April 29, 2010 N A40-103938/09-124-323, FAS Ural District dated March 16, 2009 N A50-13677/2008-G28).

Misconception regarding the nature of the transaction is significant and serves as a basis for declaring it invalid (subparagraph 3, paragraph 2, article 178 of the Civil Code of the Russian Federation; a similar norm was contained in paragraph 2, paragraph 1, article 178 of the Civil Code of the Russian Federation in the previous edition). However, the Civil Code of the Russian Federation does not disclose the meaning of this term.

In the legal literature, the legal nature of a transaction is understood, in particular, as a set of properties (signs, conditions) characterizing its essence. Establishing the nature of the transaction allows one to distinguish one type of transaction from another<*> .

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<*>See: Commentary on the Civil Code of the Russian Federation: in 3 volumes. T. 1: Commentary on the Civil Code of the Russian Federation, part one (article-by-article) / ed. THOSE. Abova, A.Yu. Kabalkina. 3rd ed., revised. and additional M.: Yurait-Izdat, 2007.

3.2. A transaction cannot be declared invalid if, at its conclusion, the party was not mistaken regarding the circumstances on the basis of which it is now challenging the transaction

Clause 4 of the Review approved by Information Letter No. 162

If the parties previously entered into an agreement regarding the same subject, and in the new contract the qualities of the subject were indicated incorrectly, it can be considered that the party is aware of the actual state of affairs and is not mistaken. The formal reflection of information about the subject in the contract does not mean that one of the parties does not understand the real state of affairs.

The Presidium of the Supreme Arbitration Court of the Russian Federation gave the following example. The tenant re-entered into a lease agreement for the same premises. The contract indicated the total area of the facility, but in practice only half could be used. The court found that the tenant had previously rented this property and was aware of its actual usable area. Under such circumstances, there is no significant misconception regarding the actual qualities of the subject of the transaction (the leased object).

For information on the consequences of discrepancies between the characteristics of the leased object, agreed upon in the contract, and the characteristics of the actual leased object, see the Guide to Judicial Practice. Rent. General provisions. Issues of judicial practice on the interpretation and application of Art. 607 Civil Code of the Russian Federation.

For information on the consequences of discrepancies between the information specified in the cadastral passport and other documents for the leased object (condition, area, location, etc.) and the actual characteristics of this object, see: Guide to contractual work. Rental of buildings and structures. Recommendations for concluding a contract.

From September 1, 2013, the provisions of Art. 178 of the Civil Code of the Russian Federation states that misconception about what specific qualities of the subject of a transaction can serve as grounds for declaring it invalid. Previously, misconceptions were considered significant only about those qualities that significantly reduce the possibility of using the subject of the transaction for its intended purpose. Now, the misconception regarding any qualities that are considered essential in circulation is taken into account (subclause 2, clause 2, article 178 of the Civil Code of the Russian Federation). Thus, the new version of Art. 178 of the Civil Code of the Russian Federation provides greater opportunities for challenging transactions on this basis, since! While various qualities may be considered essential in circulation, there is no list of them in the law.

Previously, by a significant misconception regarding the qualities of the subject of the transaction, which significantly reduce the possibility of its use for its intended purpose, arbitration courts, in particular, understood:
- misconception of the lessor regarding the technical condition of the leased property when selling it to the lessee. In fact, the property was in better condition than the lessor expected (see Resolution of the Federal Antimonopoly Service of the Far Eastern District dated June 17, 2003 N F03-A37/03-1/1338);
- the party’s misconception regarding the technical condition of the property. The condition of the object was such that the object collapsed. “The plaintiff’s awareness of the presence of the building at the time of the contract does not exclude, at the same time, the plaintiff’s misconception regarding technical properties buildings - in this case, such properties on which the very existence of the object of the contract depends" (see Resolution of the Federal Antimonopoly Service of the Moscow District dated August 11, 2006 N A40-77921/05-50-650).

3.3. A transaction cannot be declared invalid as being made under the influence of a mistake if the plaintiff did not exercise the usual diligence of business practice.

Clause 5 of the Review approved by Information Letter No. 162

An example of negligence is a situation where the plaintiff, after concluding a lease agreement for non-residential premises, found out from an extract from the Unified State Register that the said premises cannot be used in accordance with the purpose specified in the agreement. The party was not deprived of the opportunity to find out about the condition, location and other features of the said premises before concluding the contract, therefore the court did not find any grounds for recognizing the contract as an invalid transaction.

For information on the consequences of discrepancies in the descriptions of the object in the lease agreement and accounting documents, see the Guide to Judicial Practice. Rent. General provisions Questions of judicial practice on the interpretation and application of Art. 607 Civil Code of the Russian Federation.

For information on the consequences of the tenant’s negligence regarding the qualities of the leased object when concluding an agreement, see:
- A guide to contract work. Rent. General provisions. Recommendations for concluding a contract.
- A guide to contract work. Rental of buildings and structures. Recommendations for concluding a contract.

4. Excessive excess of the contract price relative to other contracts of this type may indicate a transaction was concluded on extremely unfavorable terms

The excessive price of a transaction is not a mandatory circumstance for declaring it invalid, as committed under the influence of deception, violence, threat, or malicious agreement between a representative of one party and the other.

In the example given in the Review, approved by Information Letter No. 162, extremely unfavorable conditions for the borrower were expressed not only in the inflated price of the contract. The court also took into account the interest rate under the loan agreement and the period for which such an agreement was concluded. In addition, the lender did not prove that such unfavorable conditions for the borrower were due to any features of this particular company! business.

For information on the consequences of setting an inflated interest rate for using the loan amount, see the Guide to Judicial Practice. Loan. Issues of judicial practice on the interpretation and application of Art. 809 of the Civil Code of the Russian Federation.

Arbitration courts, as circumstances to be established for declaring a transaction invalid, as enslaving, call:
- the person making the transaction is in difficult circumstances;
- making a transaction on extremely unfavorable terms for the party;
- a cause-and-effect relationship between the confluence of difficult circumstances for a party and the conclusion of a transaction on extremely unfavorable terms for it;
- awareness of the other party about the listed circumstances and use of them to their advantage.

The courts indicate that each of the signs in itself is not a basis for declaring a transaction invalid as enslaving. To recognize a transaction as enslaving, all of the above circumstances must be present simultaneously.
+ Judicial practice:
- Determination of the Supreme Arbitration Court of the Russian Federation dated 02.02.2009 N 574/09 in case N A40-1919/08-47-21;
- Resolution of the Federal Antimonopoly Service of the Volga-Vyatka District dated 04/03/2009 N A17-4988/2008;
- Resolution of the Federal Antimonopoly Service of the Volga Region dated March 25, 2013 N A55-12713/2012;
- Resolution of the Federal Antimonopoly Service of the Volga Region dated November 8, 2012 N A65-20313/2011;
- Resolution of the Federal Antimonopoly Service of the Volga Region dated October 4, 2012 N A12-23649/2011;
- Resolution of the Federal Antimonopoly Service of the North-Western District dated November 23, 2012 N A56-4084/2012;
- Resolution of the Federal Antimonopoly Service of the North-Western District about! t 04/29/2010 N A56-3444/2009;
- Resolution of the Federal Antimonopoly Service of the Ural District dated July 23, 2013 N F09-6021/13 in case N A76-20058/2012;
- Resolution of the Federal Antimonopoly Service of the Central District dated 08/07/2012 N A62-1425/2011.

5. The grounds and consequences of the invalidity of a transaction made under the influence of a threat are explained

5.1. If a participant’s application to withdraw from the LLC is invalidated as a unilateral transaction made under the influence of a threat, the participant is considered not to have left the company

The Supreme Arbitration Court of the Russian Federation is considering the possibility of challenging unilateral transactions made under the influence of a threat, using the example of challenging a participant’s application to withdraw from an LLC. In this case, the fact of the threat can be confirmed, in particular, by letters from other members of the company addressed to the participant and by testimony.

Typically, courts use witness testimony to confirm the fact of a threat. The concept of threat is defined by the courts as follows:
- unlawful mental influence on the other party, consisting of a warning about causing him or his loved ones significant harm in the future, in order to avoid which the victim is forced to make a transaction (Resolution of the Federal Antimonopoly Service of the Volga-Vyatka District dated October 5, 2009 N A11-9877/2008);
- psychological influence on the will of a person through statements about causing him any harm in the future if he does not complete a transaction (Resolution of the Federal Antimonopoly Service of the Volga District of October 21, 2008 N A06-1125/08-9).

Previously, the courts noted that a threat can be considered the basis for the invalidity of a transaction if it caused a discrepancy between the will expressed in the transaction and the true will of the person who committed it (see Resolution of the Federal Antimonopoly Service of the Volga-Vyatka District dated October 14, 2008 N A31-4888/2007-22 ). This clarification does not contradict the conclusions contained in the Review approved by Information Letter No. 162.

For the qualification of a participant’s application to withdraw from an LLC as a unilateral transaction, see the Guide to Corporate Disputes. Issues of judicial practice: Withdrawal of a participant from a limited liability company.

5.2. The party that has challenged a transaction made under the influence of a threat has the right to demand compensation for damages according to the general rules established for compensation for damage

Clause 13 of the Review approved by Information Letter No. 162

In Art. 179 of the Civil Code of the Russian Federation states that when a transaction is declared invalid, in addition to applying the general consequences of invalidity (restitution under Article 167 of the Civil Code of the Russian Federation), the losses of the victim must be compensated. The Supreme Arbitration Court of the Russian Federation explained that in this case, compensation for losses occurs in accordance with Art. 1064 of the Civil Code of the Russian Federation. This article defines, in particular, the general rules for compensation for harm caused to the person and property of a citizen, as well as harm caused to the property of a legal entity.

Losses are subject to compensation subject to the provision of evidence to the court of their existence and justification of their size. Evidence of actual damage caused may include, for example, paid invoices for services provided by a private security company for the corresponding period.

5.3. A threat to exercise a right is grounds for declaring a transaction invalid if, under the influence of this threat, a party entered into a transaction unrelated to the specified right.

Clause 14 of the Review approved by Information Letter No. 162

A transaction may be declared invalid if it was concluded not as a result of an independent free expression of will, but under the influence of a threat, expressed in the possibility of the other party committing lawful actions, and entailed undesirable consequences for the victim.

A threat to lawful actions can be expressed, for example, by communicating intentions:
- contact the prosecutor's office in order to inform about the party's tax evasion in case of refusal to conclude a transaction. If the will of the party at the conclusion of the transaction was significantly deformed by this threat, this is a sufficient circumstance for declaring the transaction invalid under Art. 179 Civil Code of the Russian Federation;
- go to court with a legitimate demand for debt collection and the imposition of interim measures on the plaintiff’s property if he does not conclude a deal.

Previously, in judicial practice there was an opinion according to which a threat is an unrealized promise to perform an action that can be either unlawful or lawful. A promise that has already been fulfilled is not a threat, for example, a lawful appeal to the prosecutor's office with a statement to initiate a criminal case against the management of the debtor company for evading the execution of an arbitration court decision (see Resolution of the Federal Antimonopoly Service of the North-Western District dated September 11, 2003 N A26-980 /03-15).

The publication was prepared using the provisions of the law as of December 15, 2013

Transaction made under the influence of delusion

In accordance with the basic provisions of Russian law, a transaction can be declared invalid as made under the influence of a mistake if the plaintiff proves that he made a technical error when concluding the contract. In this case, the erring party is obliged to compensate the other party for the actual damage caused to it, unless it is proven that the other party knew or should have known about the existence of the error.

Example: a government agency placed a tender for the purchase of expensive technical equipment with a contract price of 1.5 million rubles. In this auction, due to a technical error, the organization that offered the price of 1.4 rubles won.

The list of circumstances assessed by law as significant misconceptions is contained in Part 2 of Article 178 of the Civil Code of the Russian Federation, but it is only of a general nature. Thus, a misconception may concern the identity of the other party to the transaction and be the basis for.

For example, when concluding a land lease transaction, one mistaken party entered into a contract with another enterprise that has an identical name, but a different OGRN. Such a transaction may be declared invalid, since the misconception regarding the identity of the party to the transaction was significant when the parties entered into the disputed agreement.

At the same time, misconception regarding the legal consequences of a transaction is not grounds for declaring it invalid.

For example, a citizen transferred as a statutory contribution to the company a car that belonged to him, which, by virtue of the law, became the subject of use of this company. A citizen will not be able to invalidate this transaction under the pretext that he did not know about such legal consequences.

A transaction cannot be declared invalid if the party could not objectively be mistaken regarding the circumstances of its completion, the quality of the purchased item, in other words, if the “mistaken” party did not exercise due diligence when making the transaction and did not study all its details.

A transaction made under the influence of deception

In the legal sense, deception is a silence about circumstances that a bona fide party should have disclosed when making a transaction.

Example, citizen A. sold citizen B. a car, which he had previously purchased from a private person. While in possession, citizen A learned that the car was wanted as previously stolen from its rightful owner. The conclusion of such a transaction may be considered to have been carried out under the influence of deception.

A transaction made under the influence of deception can be declared invalid only if the circumstances regarding which the victim was deceived are in a causal connection with his decision to enter into the transaction. If a citizen appeals to the court with a demand to invalidate the purchase and sale transaction on the grounds that the seller told him the wrong address and telephone number, then the court will not satisfy such demands, since this information is not essential for making a decision to purchase the goods.

Judicial practice also shows that a transaction made by a body of a legal entity on behalf of the latter may be declared invalid as made under the influence of a malicious agreement between a representative of one party and the other party.

Example, an LLC filed a claim with the Arbitration Court against the JSC to declare the supply contract invalid, concluded as a result of a malicious agreement between the director of the LLC and the JSC.

The law provides that when deciding on the liability of a director for unfair actions, he acts as an independent subject of liability, namely for losses caused to a legal entity. Thus, if a malicious agreement results in losses for that entity, it may be invalidated.

Bonded deal

In accordance with Article 179 of the Civil Code of the Russian Federation, an enslaving transaction is a transaction concluded on extremely unfavorable conditions, for example, a clear excess of the contract price. At the same time, a high price cannot always be considered a sufficient basis for declaring a transaction invalid.

However, the presence of this circumstance is not necessary to invalidate a transaction made under the influence of deception, violence, threat or malicious agreement between a representative of one party and the other party.

An entrepreneur engaged in cargo transportation, after an accident, in order to avoid bankruptcy in order to purchase a new car, was forced to enter into a loan agreement for funds at 100% per annum, which in essence is an extremely unprofitable deal for him. Judicial practice shows that the court can declare such an agreement invalid on the basis of Article 179 of the Civil Code of the Russian Federation.

Transaction made under the influence of violence

It is worth noting that in order to recognize a transaction as having been completed under the influence of violence or the threat of violence, the interested party is not required to prove the existence of a criminal case on this fact, since the law does not make such requirements.

Let's consider examples of judicial practice contained in the information letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated December 10, 2013 No. 162. If the arbitration court recognizes the application of an LLC participant to withdraw from the membership as invalid due to the threat of violence from other participants, such person is considered not to have left the LLC, and he has the right to demand compensation for losses caused to him. This legal position is based on the fact that recognition of the plaintiff’s application to withdraw from the membership of the company as invalid means that the transaction did not lead to the legal consequences that it was aimed at (withdrawal from the membership of the LLC), and in accordance with Article 179 of the Civil Code of the Russian Federation, the victim has the right on the basis of Article 1064 of the Civil Code of the Russian Federation, demand compensation for losses caused to him.

Example: An LLC filed a lawsuit against an individual entrepreneur to invalidate a contract for the purchase and sale of non-residential premises as concluded under the influence of a threat, namely, the individual entrepreneur threatened the LLC that in case of refusal of the transaction, he would contact the prosecutor’s office in order to inform about the LLC’s evasion from paying taxes.

When considering the case, the appellate court referred to the fact that although the threat to the individual entrepreneur consisted only in the possibility of committing actions that were lawful, the will of the LLC when concluding the contested transaction was nevertheless significantly deformed by the threat received, and this in turn is sufficient a circumstance for declaring a transaction invalid on the basis of Article 179 of the Civil Code of the Russian Federation. Since the legal consequences of the contested transaction, not desired by the injured party, occurred as a result of a threat, and not an independent free expression of will, the plaintiff’s demands to recognize such a transaction as invalid and to apply the consequences of its invalidity must be satisfied.

In another case, the individual entrepreneur filed a claim with the arbitration court against the closed joint-stock company to invalidate the purchase and sale agreement for a block of voting shares of the open joint-stock company owned by the entrepreneur on the basis of Article 179 of the Civil Code of the Russian Federation as concluded under the influence of a threat and to apply the consequences of invalidity of the transaction. In this case, the closed joint-stock company for a long period of time offered the individual entrepreneur to sell the shares of the open joint-stock company. Having received the refusal from the individual entrepreneur, the closed joint-stock company made a number of transactions to purchase the receivables of the individual entrepreneur, after which they threatened the individual entrepreneur with going to court to demand collection of the debt. Subsequently, the JSC went to court and secured the seizure of the JSC's shares. The individual entrepreneur was forced to agree to the demand of the JSC and sell the shares of the JSC. Subsequently, having paid off the receivables to the JSC, the entrepreneur filed a lawsuit to declare the purchase and sale agreement for shares of the JSC invalid, as concluded under the influence of a threat. The court satisfied the claims and declared the controversial share purchase and sale agreement invalid, ruling that when concluding the controversial transaction, MP was deprived of the opportunity to fully independently establish its rights and obligations by its own will and in its own interest (clause 2 of Article 1 of the Civil Code of the Russian Federation).

For legal advice related to enslaving transactions or carried out under the influence of violence, you can contact the Bureau’s lawyers by phone

Legal elements of invalid transactions made under the influence of deception, violence, threat and unfavorable circumstances, characteristics

Legal composition is the sum of legal facts that entail certain consequences.

A transaction made under the influence of deception or other factors (threats, violence) must be declared invalid in accordance with the norms of civil law.

Changes to the provisions relating to their regulation were made in 2013. Article 179 of the Civil Code contains rules regarding the invalidity of transactions made under the influence of various unfavorable factors: physical or psychological violence, threats to life and health, deception.

There are 4 types of invalid transactions:

Bonded transactions are transactions that are concluded under the influence of unfavorable factors and incur losses, which are extremely unprofitable for one of the parties.
Transactions the conclusion of which occurred under the influence of a threat to life and health. A threat is an intention expressed in various forms to cause harm to one person to another.
Agreements concluded under the influence of violence. Violence is the infliction of suffering through physical or psychological means.
Transactions concluded by deceiving one party. Deception, according to the norms civil law, intentional omission about certain circumstances that should have been reported based on the concept of good faith. To file a claim, it is necessary that the other party to the transaction knew about the fact of deception, but entered into the transaction. A third party may also be guilty of deception. For example: the third party guilty of deception was a representative or employee of a person who is a party to the transaction. In such a situation, the party to the transaction could not have been unaware of the deception.

The law requires that such transactions be recognized as invalid. To recognize the invalidity, a statement of claim to the court of the injured party is necessary.

The consequences of invalidating a transaction are common to all cases, including those listed in the article, which concerns agreements concluded under the influence of violence, threats and other unfavorable factors.

Specifics of transactions made under the influence of deception, violence, threat and unfavorable circumstances, characteristics

Transactions of this type are concluded under the influence of severe, unfavorable factors;
Recognition of invalidity is carried out exclusively by court decision after the application of the injured party;
The limitation periods for cases of transactions of this type are general, in accordance with the law;
The consequences of recognizing the invalidity of a transaction are established in accordance with the norms of civil law;
Transactions of this type are voidable.

To file a claim, one of the parties must know that the transaction is not being concluded legally. If a third party is at fault, then a claim must be established in which one of the parties knew or should have known about the existence of the third party's adverse influence.

Invalidation of transactions made under the influence of deception, violence, threat and unfavorable circumstances

The recognition of the invalidity of such transactions, in accordance with the norms of Civil Law, is carried out exclusively by a court decision. To make a decision, the court must file a claim from the injured party.

The consequence of making a decision on the invalidity of a transaction has legal consequences - it is necessary to return everything received upon conclusion of the transaction. It is possible to pay compensation to the party who is the injured party.

Signs of an enslaving deal, examples

A enslaving transaction is an agreement that is concluded on terms that are unfavorable to one of the parties to the transaction, which is considered the victim. Factors that influenced the agreement of one of the parties to accept the terms of such a transaction may be psychological or physical pressure, or other external factors. Example: sale of real estate at a deliberately low price, which is much lower than the market value.

Signs of an enslaving deal:

The factors that influenced the conclusion of the transaction are recognized by law as serious;
There are unfavorable conditions for one of the parties to the transaction;
A bonded transaction is the product of a certain confluence of circumstances that coincided with the implementation of this transaction;
There is a fact that one of the parties took advantage of the difficult situation of the other party, which is illegal.

This transaction can be classified as enslaving only by a court decision, after the filing of a claim by the injured party.

Contestability of transactions made under the influence of deception, violence, threat and unfavorable circumstances

A transaction is called voidable if it is possible to recognize it as invalid, according to a court decision based on the result of a claim by the injured party. A enslaving transaction, transactions made under the influence of threats, violence, deception, are voidable according to civil law.

According to the procedure for recognizing contestability, such transactions are subject to the general rules set out in the legislation. General rules also apply to limitation periods when deciding on the invalidity of such transactions.

The invalidity of a transaction made under the influence of deception or other unfavorable factors is recognized after the filing of a claim by the victim, in accordance with the law.

The calculation of the limitation period begins:

From the moment from which threats and violence against the victim ceased;
From the moment from which the injured person who files the claim learned or could have learned about unfavorable circumstances that are the basis for the legal recognition of the transaction as invalid.

When filing a claim, it is necessary to substantiate the argument on the basis of which the statement of claim is filed demanding recognition of the invalidity of the transaction.

New edition of Art. 179 Civil Code of the Russian Federation

1. A transaction made under the influence of violence or threat may be declared invalid by the court at the request of the victim.

2. A transaction made under the influence of deception may be declared invalid by the court at the request of the victim.

Deliberate silence about circumstances that a person should have reported with the conscientiousness required of him under the terms of the transaction is also considered deception.

A transaction made under the influence of deception of the victim by a third party may be declared invalid at the request of the victim, provided that the other party or the person to whom the unilateral transaction was addressed knew or should have known about the deception. It is considered, in particular, that a party knew about the deception if the third party guilty of deception was its representative or employee or assisted it in completing the transaction.

3. A transaction on extremely unfavorable terms, which a person was forced to make as a result of a confluence of difficult circumstances, which the other party took advantage of (a enslaving transaction), may be declared invalid by the court at the request of the victim.

4. If a transaction is declared invalid on one of the grounds specified in paragraphs 1 - 3 of this article, the consequences of invalidity of the transaction established by Article 167 of this Code shall apply. In addition, losses caused to the victim are compensated by the other party. The risk of accidental destruction of the subject of the transaction is borne by the other party to the transaction.

Commentary to Art. 179 Civil Code of the Russian Federation

Arbitrage practice.

Based on clause 2 of Art. 26 of the Law “On Limited Liability Companies”, the filing of an application by a participant in the company gives rise to the legal consequences provided for by this norm, which cannot be changed unilaterally. At the same time, this circumstance does not deprive a participant of the right, in the event of the company’s refusal to satisfy his request to withdraw an application to leave the company, to challenge such an application in court in relation to the rules on the invalidity of transactions provided for by the Civil Code of the Russian Federation (for example, based on filing an application under the influence of violence, threats or at a time when a member of the company was in such a state that he was not able to understand the meaning of his actions or manage them) (Resolution of the Plenums of the Armed Forces of the Russian Federation and the Supreme Arbitration Court of the Russian Federation dated December 9, 1999 N 90/14).

Another comment on Art. 179 of the Civil Code of the Russian Federation

1. In accordance with Art. In 179 cases, the will of the injured party either does not correspond to its actual will, or it is generally deprived of the opportunity to act according to its own will and in its interests.

2. Deception is the deliberate misleading of another person by means of a false statement, promise, as well as omission of facts that could affect the completion of the transaction.

Under violence in Art. 179 refers to unlawful physical influence on another person by causing suffering to him or his loved ones in order to force him to complete a transaction.

A threat is an unlawful mental influence on the other party, consisting of a warning that significant harm will be caused to him or his loved ones in the future, in order to avoid which the victim is forced to make a transaction.

A malicious agreement between a representative of one party and the other party consists of an agreement to complete a transaction to the detriment of the represented party, but in favor of the counterparty and (or) the representative (for example, the sale of property by the seller’s attorney at a lower price for a fee from the buyer).

An enslaving transaction is characterized by the fact that the injured party is forced to make it due to a combination of difficult circumstances on extremely unfavorable conditions for itself, which the other party took advantage of. The legal composition of an enslaving transaction includes the following facts: a combination of difficult circumstances for the victim; conditions of the transaction that are clearly unfavorable for the victim, a causal connection between the confluence of difficult circumstances for the victim and the transaction he makes on conditions that are extremely unfavorable for him; awareness of the other party about the listed circumstances and using them to their advantage.

The conclusion of contracts in a civilized civil society is the basis of civil transactions. But not everyone can independently determine the legality of the proposed transaction and ultimately obtain the desired result.

The analysis of judicial practice indicates a high percentage of transactions under the influence of misconceptions regarding its motive. This subsequently became the reason for the emergence of disputes and their consideration in court.

Grounds for declaring a transaction invalid under Article 178 of the Civil Code of the Russian Federation

To restore the legal situation that was violated by the completed transaction, the law provides for one of the methods of protection established by the provisions of Article 178 of the Civil Code of the Russian Federation. This rule of law determines the legal possibility of declaring such a transaction invalid in the event that it is proven in court proceedings that the misconception regarding its completion was significant .

Legal position of the Supreme Court on the application of the provisions of Art. 178 Civil Code of the Russian Federation

The legal position on the application of the provisions of Article 178 of the Civil Code of the Russian Federation is set out in the ruling of the judicial panel of the Armed Forces of Russia dated 02/05/2013 No. 5-KG-86 in the case of invalidating a life annuity agreement concluded on 06/26/2009, under the terms of which the plaintiff (group 2 disabled , registered at a psychoneurological dispensary) transferred a one-room apartment to the defendant under certain conditions.

The Judicial Collegium of the Russian Armed Forces satisfied the complaint using all the legal consequences of the invalidity of the transaction established by current legislation. When making its ruling, the Supreme Court relied on the following grounds. In accordance with paragraph 1 of Art. 178 of the Civil Code of the Russian Federation, a transaction may be declared invalid if it was made under the influence of a misconception that was of significant importance.

In this case, the Supreme Court considers that the misconception regarding the nature of the transaction or such qualities of its subject matter that reduce the possibility of its intended use is significant. The misconception regarding the motives for the transaction is not significant.

The court also determined that, within the meaning of the above norms of legislation, if, when making a transaction, a person proceeded from incorrect ideas about any circumstances that did not correspond to reality, then such a misconception is significant (in terms of the totality of properties characterizing the essence of the transaction).

Satisfying the plaintiff’s complaint in the case and sending the complaint to the court of first instance, the Supreme Court proceeded from the fact that the court of first and appellate instances ignored the plaintiff’s evidence in the case (witness testimony, statements to the Golyanovo police department in Moscow of the plaintiff in the case, other written evidence , which confirmed the legal position of the plaintiff, provided for by the provisions of Article 178 of the Civil Code of the Russian Federation) that the transaction was concluded under the influence of a misconception.

Practice of the Supreme Arbitration Court of the Russian Federation (explanation)

The Supreme Arbitration Court of Russia defined its position on transactions made under the influence of deception, delusion, or threat in its explanation of the peculiarities of challenging such transactions (information letter of the Presidium of the Supreme Arbitration Court of the Russian Federation dated December 10, 2013 No. 162). This analytical review contains information not listed in Art. 178 of the Civil Code of the Russian Federation, circumstances in accordance with which misconception may be grounds for declaring a transaction invalid. Such grounds, in the opinion of the Supreme Arbitration Court of Russia, may be:

technical errors made by the party when concluding the contract;
misconceptions regarding individual qualities of a party to a transaction, if they were of significant importance for the other party when concluding the contract;
an excessive increase in the contract price relative to other contracts of the same type, as evidence of a transaction being concluded on extremely unfavorable terms.

This regulatory document establishes the difference between the choice of a method of protection, such as invalidating a transaction made under the influence of a mistake, and cases in which the transaction is considered enslaving. Explanations are provided for cases in which the question arises of applying methods of protecting a violated right - declaring a transaction invalid if the basis for challenging the contract is deception or misconception. For example, in case of transfer of goods of inadequate quality. The position of the Supreme Arbitration Court on this matter suggests that the choice of method of defense in such cases belongs to the erring (deceived) party.

Review of judicial practice

A review of judicial practice in these categories of disputes allows us to conclude that it is quite difficult to determine the set of elements of features that characterize the essence of a transaction that was concluded under the influence of a misconception. As can be seen from the above regulatory documents, the importance for determining whether a party to a transaction has been mistaken is to determine the presence and assessment of such circumstances as the person’s literacy and legal awareness, age, state of health and other facts of legal significance in these cases, which are often not considered by the courts of first instance. However, most courts scrupulously study the case materials and find out all the necessary circumstances and facts related to the resolution of this category of disputes.

One example of such decisions is the appeal ruling of the judicial panel for civil cases of the Penza Regional Court in case No. 33-1555. The essence of the legal dispute was the invalidation of the normative document “On the formation of a land plot”, “On approval of the layout of land plots”, “On holding auctions...”, “On the provision of gr. N of a land plot from the lands of settlements with a cadastral number..." and several other documents, on the basis of which the land plots were transferred to citizen N.

The materials of the case established that the category of land allocated to citizen N. had a certain legal regime and intended purpose. During the trial, a violation of the norms of land legislation was established when the category of land specified in the case was allocated to a citizen for use for other needs that do not correspond to the intended purpose of these land plots.

The district prosecutor filed a claim to invalidate the Resolutions of the head of the administration of the Bessonovsky district of the Penza region, on the basis of which citizen N. was allocated the corresponding land plots. The defendant in the case (the party that received land plots under lease agreements, etc.), referring to the provisions of Article 178 of the Civil Code of the Russian Federation, asked the court to take into account the fact that these transactions were made under the influence of a mistake, asked the court to declare them invalid using legal consequences, as well as two-way restitution. In this case, the prosecutor’s claims were satisfied, and regarding the legal position of the defendant (citizen N., who received land plots under lease agreements), the appellate court found them unfounded. The court determined that the provisions of Art. 178 of the Civil Code of the Russian Federation, since the court has no grounds to believe that these lease agreements were concluded under the influence of a misconception.

Another example of judicial practice is the determination of the judicial panel for civil cases of the Leningrad Regional Court in case No. 33-2638/2015 . From the materials of the court case it follows that the plaintiff in case 1 filed a claim against defendants 2 and 3 to invalidate the gift transaction, reclaim property from someone else’s illegal possession and recognize the ownership and right of use to a residential building and land plot. When considering the plaintiff's appeal against the decision of the court of first instance, the judicial panel found the following. In substantiating his claims, the plaintiff points out that he was mistaken about the legal nature of the concluded donation agreement for the land plot and the residential building located on it and believed that this transaction was a lifelong maintenance agreement. In substantiating its legal position, the plaintiff in the case did not provide sufficient evidence to support the fact that the misconception about the nature of the transaction was material.

Based on the norms of procedural legislation, the obligation to prove their legal position lies with the parties, since the party bringing the claim did not prove its legal position in the manner prescribed by law, and it was denied the complaint in the court of appeal.

Based on the above and based on the analysis of judicial practice, the following conclusion can be drawn. Proving the legal position, which is based on the provisions of Art. 178 of the Civil Code of the Russian Federation, when terminating loan agreements with a bank, as well as invalidating purchase and sale agreements, this is one of the most complex procedural procedures in this category of cases.

As judicial practice shows, cases on void transactions, on recognizing transactions made under the influence of a mistake as invalid, carried out without the participation of lawyers and legal specialists, taking into account the low legal awareness of citizens, have a high percentage of refusals to satisfy claims.

Download samples of court decisions in cases of invalidating a transaction made under the influence of a mistake.docx