Data
- Date:
- 29-11-2021
- Country:
- Russian Federation
- Number:
- A09AP-70065/2021
- Court:
- Ninth Arbitrazh Appellate Court
- Parties:
- Baltstroy – Promsvyazbank
Keywords
LONG-TERM CONTRACTS - SERVICE CONTRACT - BETWEEN TWO RUSSIAN COMPANIES – REFERENCE TO UNIDROIT PRINCIPLES TO CONFIRM THE SOLUTION ADOPTED UNDER THE APPLICABLE LAW (RUSSIAN LAW)
RELEVANT MISTAKE - AVOIDANCE OF CONTRACT PRECLUDED IN CASE OF GROSS NEGLICENCE - REFERENCE TO UNIDROIT PRINCIPLES (ART. 3.2.2)
CONTRA PROFERENTEM RULE - CONSIDERED BY THE COURT WHEN INTERPRETING STANDARD BUSINESS TERMS
Abstract
Claimant challenged the respondent’s commission under a service contract. The claimant argued that the bank’s tariffs were unfair and sought to declare the transaction partially invalid.
The court confirmed that the claimant had voluntarily agreed to the bank’s terms, including the tariff for monthly operations and had access to these terms via the bank’s website.
The decision emphasized that no substantial error, fraud, or coercion occurred when the claimant changed the service program. The court applied principles consistent with Article 3.2.2 UNIDROIT Principles, which precludes contract annulment in cases of gross negligence. Similarly, the Court referred to contra proferentem principle in assessing ambiguous contractual clauses, although the court found no ambiguity here, as the claimant had actively consented to the tariffs.
The ruling highlights that parties engaging in commercial transactions must exercise due diligence, and mere disadvantageous terms or superior bargaining power do not justify contract avoidance.
The appellate court concluded that the bank lawfully applied its fees, and the claimant’s arguments reflected disagreement rather than legal error. Therefore, the appeal was dismissed, confirming the first-instance judgment.
Abstract in English kindly provided by Roman Zykov.
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