Data
- Date:
- 21-08-2018
- Country:
- Russian Federation
- Number:
- A09-15730/2017
- Court:
- Arbitrazh Court of Bryansk Region
- Parties:
- ООО Medical Company DLK v. PAO Sberbank Russia
Keywords
LONG-TERM CONTRACTS - BANK ACCOUNT AGREEMENT - BETWEEN A RUSSIAN COMPANY AND A RUSSIAN BANK – REFERENCE TO UNIDROIT PRINCIPLES TO CONFIRM THE SOLUTION ADOPTED UNDER THE APPLICABLE LAW (RUSSIAN LAW)
OBLIGATION TO RENDER SERVICES – DEFINITION OF THE AGREEMENT – CONSIDERED BY THE COURT AS STANDARD BUSINESS TERMS - REFERENCE TO UNIDROIT PRINCIPLES (ART. 2.19(2))
Abstract
This case arose from a dispute between a private company, ООО “Medical Company DLK” (“DLK”), and PAO “Sberbank Russia” (“Sberbank”), concerning the unilateral termination of a long-term contract for remote banking services.
The DLK and Sberbank entered into a bank account agreement in 1998, followed in 2004 by a contract for remote banking services via the “Client-Sberbank” system. In 2014, an additional agreement updated the terms. The arrangement allowed DLK to submit payment orders and access account information electronically, reducing the need for physical visits to the bank.
In 2017, Sberbank issued a notice of termination, citing a policy decision to phase out outdated systems (including “Client-Sberbank”) and to replace them with upgraded platforms such as “Sberbank Business Online.” DLK challenged this termination, arguing that the contract was a public contract and that Sberbank had no right to withdraw unilaterally.
The Sberbank countered that the remote banking services agreement was not a public contract but rather an ancillary service to the bank account agreement. Furthermore, the bank argued that both the Civil Code and the contract allowed unilateral termination of obligations in commercial relations.
Therefore, a central issue was whether the disputed remote banking services agreement should be regarded as a public contract under Article 426 of the Russian Civil Code, or rather as a contract of adhesion (agreement on standard terms).
The Court affirmed that Russian law distinguishes between the legal regime of public contracts (which impose to the public party a duty to conclude the contract) and adhesion contracts (where one party sets non-negotiable terms).
To bolster this distinction, the Court invoked Article 2.19(2) (now 2.1.19) of the UNIDROIT Principles of International Commercial Contracts (1994), according to which “standard terms are provisions which are prepared in advance for general and repeated use by one party and which are actually used without negotiation with the other party”.
The Court concluded its reasoning by affirming that the termination notice of 13 November 2017 was valid, and the claims were dismissed.
Abstract in English kindly provided by Roman Zykov
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