Daria Ilyina, Senior Associate, on contracts, negotiations and enforcement in the Russian Federation:

FORMATION OF CONTRACTS

• Authority and capacity

1. What are the authority/capacity rules for entering contracts, for different commercial entities?

• Formal legal requirements

1. What are the essential requirements to create a legally enforceable contract?
2. What are the main forms of contract?
3. How are preliminary agreements used in your jurisdiction?
4. Can negotiations become legally binding in any circumstances? What are the principles and rules (if any) on pre-contractual liability and good faith in negotiations?

• Formalities for execution

1. When are written contracts required and for which assets/interests?
2. Are there different formalities for different types of contractual document?
3. What are the formalities for the execution of documents by companies, foreing companies and individuals?
4. What is the status of electronic and faxed signatures in your jurisdiction?

• Deeds

1. When are deeds required in relation to contracts?
2. What are the legal formalities for a deed?
3. What are the legal requirements for the execution of deeds?

• Notarisation

1. Is notarisation required for contracts in your jurisdiction?
2. What are the legalisation requirements in your jurisdiction and how is it carried out?

• Powers of attorneys

1. What are the main types of powers of attorney in your jurisdiction?
2. What are the main transactions when powers of attorney are used?
3. What are the key provisions in a power of attorney?
4. What are the formalities for the execution of a power of attorney?
5. Is virtual closing used in your jurisdiction?
6. How are legal opinions obtained and used in your jurisdiction?
7. What are the key issues in the conduct of completion meetings?

• Other

1. Is virtual closing used in your jurisdiction?
2. How are legal opinions obtained and used in your jurisdiction?
3. What are the key issues in the conduct of comletion meetings?

CONTENT OF CONTRACTS

1. What is the legal status of contractual terms in your jurisdiction?
2. Are warranties recognised in your jurisdiction?

VARIATION AND ASSINGMENT

1. What are the main ways to transfer contractual rights?
2. What are the rules relating to waiver of contractual rights?

ENFORCEMENT

• Liability and remedies

1. What are the rules relating to invalidity, misrepresentation and mistake relating to contracts?
2. What are the main performance and discharge rules relating to contracts?
3. What are the key rules on privity of contract and third party rights?
4. What are the main rules relating to contractual liability?
5. What are the main contractual remedies?
6. What are the main differences between indemnity and damages? Are penalty clauses subject to any limitation?

ENFORCEMENT AND CROSS-BORDER ISSUES

• Choice of law

1. Is a foreing choise of law in a contract upheld by the local courts?
2. Are any mandatory terms implied by statute?

• Jurisdiction

1. Is a choice of jurisdiction in a contract upheld by the local courts?

• Enforcement of foreign judgments

1. When are foreign judgments recognised in your jurisdiction?

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© This article was first published in the Contracts, Negotiation and Enforcement Global Guide 2016/17 and is reproduced with the permission of the publisher, Thomson Reuters. The law is stated as at 1 February 2017.