Contract Formation Under Russian Law

A contract under Russian law is concluded when the parties agree on all essential terms in the required form. Agreement means an offer that one side makes and an acceptance that fully matches it. If a term the law calls essential is missing, or the form is wrong, a Russian court may treat the contract as never concluded, even when both sides believed they had a deal.

Attorney Elena Petrova helps clients abroad check contracts with Russian counterparties before signing and assess existing agreements when a dispute starts. Below are the rules that decide whether a contract exists at all.

What Counts as an Offer

An offer is a proposal addressed to one or more specific persons. It must be definite enough to show the intention to contract and contain the essential terms. Advertising is generally an invitation to make offers.

An offer with a deadline for response cannot be withdrawn during that period, unless the offer says it can. Keep proof of when your offer was received.

When Acceptance Binds the Parties

Acceptance must be full and unconditional. A reply that changes the terms is treated as a refusal and a new offer. This is where many cross-border negotiations go wrong: an exchange of edited drafts may leave no concluded contract at all.

Acceptance can also be given by conduct. Shipping goods, paying the invoice or starting work within the response period counts as acceptance, if the offer did not require a written reply.

Terms the Law Treats as Essential

Every contract needs its subject. Beyond that, the code names essential terms for specific contract types and treats as essential any term that one party insisted on.

If both parties started performing, courts are reluctant to declare the contract non-existent. A party that accepted performance usually cannot later rely on a missing term.

Written, Notarial and Electronic Form

Contracts between companies, and between individuals above a set amount, must be in simple written form. An exchange of emails or messages can satisfy this requirement if it reliably shows who sent them. Breaking the written form does not void the deal, but the parties lose the right to prove it with witness testimony.

Notarial form is mandatory for certain transactions, including the transfer of shares in a limited liability company and some deals with shares in residential property. Without a notary, such a deal is void.

Contracts That Need State Registration

Rights to real estate pass only after registration in the Unified State Register. Some contracts require registration themselves, such as long-term leases of buildings. An unregistered lease still binds the parties between themselves, but not third parties who were unaware of it.

For foreign parties, documents signed abroad must carry an apostille and a certified Russian translation before the registry will accept them.

Preliminary Agreements and Letters of Intent

A preliminary contract obliges the parties to conclude the main contract later. It must identify the subject and the essential terms of the future deal and follow the same form. If the other side refuses to sign the main contract, you can ask the court to compel it within a limited period.

A letter of intent usually creates no such duty. Parties who negotiate in bad faith, however, may owe compensation for the other side's losses.

Common Mistakes by Foreign Parties

The most frequent errors are signing an English-only text without checking its Russian effect, choosing foreign law where Russian mandatory rules still apply, and accepting a counter-draft without noticing the changed terms.

We review the draft, the counterparty's corporate records and the signatory's powers. You receive written comments in English with suggested wording.

The main channel of communication with the attorney is email: attorneypetrova1@gmail.com.