Framework Contract (Contract with Open Terms and Conditions): The First Results of the Civil Law Reform

Abstract

In the light of the reform of the civil law and legislation, the article provides a study of the structure of a framework contract (contract containing open terms and conditions) based on modern civil legislation, civil doctrine and enforcement practice. The legal nature of the framework contract (contract with open terms and conditions) is being analyzed in the article revealing its dual legal nature and suggesting amendments into the current legislation The author considers relevant enforcement practice regarding the issues of determining a contract as a framework (i. e. with yet to be established terms and conditions) and establishing its content The author concludes (with regard to several cases) that there has occurred some incorrect interpretation of the legal nature and definition of the content of such a contract. The conducted comparative analysis revealed constitutional features to the structure of the framework contract being in use in the Anglo-Saxon system of law. The article considers the application of the concept of consideration to the mentioned Russian and Anglo-Saxon structures. The consequences of defining such contracts as ones lacking consideration are set out. The author examines particular types of framework contracts in different spheres, in particular Carriage of Goods Framework Agreement, Special (General) Credit Line Framework Agreement, Irrevocable Credit Line Framework Agreement, and considers their legal nature and content. Different doctrinal approaches to this discussable points are being studied alongside with regulations and enforcement practice The author compares two structures: Special (General) Credit Line Framework Agreement and Irrevocable Credit Line Framework Agreement. As benchmarks, in particular, the author uses the criteria of subject matter, content, and the use of performance bonds The legal nature of Irrevocable Credit Line Framework Agreement is considered The author concludes that there is some mixed legal nature of Irrevocable Credit Line Framework Agreement Contract ratio of Irrevocable Credit Line Framework Agreement and Option Contract is investigated and constitutional features, similarities and differences are revealed