Legal interpretation
of contracts and agreements in Russia

The general rules for interpretation of business agreements made pusuant to Russian law are established by Article 431 of the Civil Code of the Russian Federation the provisions of which are given below. Some Information Letters and Resolutions of the Supreme Commercial Court specify that courts should also be governed in each particular case by legal rules regarding specific types of contracts such as sale contract, contract for work, agreement for compensated provison of services, etc.

Article 431. Interpretation of a Contract

In the interpretation of the terms and conditions of a contract a court shall take into account the literal meaning of the words and expressions contained therein. The literal meaning of a provision of a contract, in case the provision is not clear, shall be established by comparison with the other provisions and the sense of the contract as a whole.

If the rules contained in the first part of the present Article do not allow the determination of the content, the real common will of the parties must be ascertained, taking into account the purpose of the contract. In such a case, all surrounding circumstances shall be taken into account, including negotiations and correspondence preceding the contract, the practice established in the mutual relationships of the parties, the customs of commerce, and the subsequent conduct of the parties.