Contract Law

A contract governed by Russian law is only as strong as its wording on the subject, price, deadlines and consequences of breach. Russian courts read contracts literally first, so vague terms work against the party that needs them. Attorney Elena Petrova, Moscow Bar register number 77/13551, drafts, reviews and negotiates contracts for clients in the United States who deal with Russian companies and individuals, and represents them when a contract fails.

Work is done remotely, with drafts in Russian and parallel English explanations.

Preparing a New Contract

Drafting starts with the deal itself: what each side must deliver, when, and what happens if it does not. The attorney then chooses the contract type under the Civil Code, because supply, work, services, agency and loan each carry default rules that apply unless the parties change them.

Essential terms must be agreed, or the contract may be found not concluded. For a sale this is the subject. For construction work it is also the start and end dates. For real estate it includes the description and the price.

A bilingual contract needs a clause stating which version prevails. Without it, discrepancies between versions lead to disputes.

Reviewing a Draft From the Other Side

A counterparty's draft often protects only its author. The attorney marks each clause that shifts risk to you and explains it in plain English.

Typical red flags include:

• one-sided rights to change the price or terms;
• penalties only for your breach;
• acceptance deemed to occur without your signature;
• jurisdiction in a distant Russian region;
• a waiver of your right to claim losses.

Negotiating Terms

Negotiation is conducted through a protocol of disagreements, a standard Russian practice where each disputed clause is listed with both versions. This keeps a record of positions and avoids confusion over which draft is final.

The attorney proposes compromise wording and explains which points matter most. Payment security, such as an advance, a bank guarantee or a retention of title, is often easier to agree on than a higher penalty.

Remedies When a Contract Is Broken

A court may reduce a penalty it considers clearly disproportionate. For this reason, a penalty clause is drafted with a sensible rate rather than an extreme one.

Resolving a Contract Dispute

Before going to court, a written claim is sent to the other side. Between businesses, this is required for most money claims. Disputes between companies go to arbitrazh courts, and disputes involving individuals go to courts of general jurisdiction. The parties may also choose arbitration if the contract says so and the dispute can be referred to it.

The limitation period is generally three years. It runs from the day the breach became known, often the due date of payment or delivery.

Electronic Signing and Form

Russian law recognises contracts signed by exchange of scanned documents or emails when the parties agreed on this. Some deals require a notary or state registration. The attorney checks form requirements before signing to avoid a void contract.

Sending a Contract for Review

Send the draft, a short description of the deal and your main concerns. The attorney will reply with comments and a proposed timeline.

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