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Tatyana Labina * and EMC Bauhemi LLC entered into a preliminary agreement that Labina will sell her stake in NewCo LLC for 170 million rubles. This company owns real estate in the suburbs. MC Bauhemi pledged to pay 17 million rubles. as security for the execution of a future transaction. In the agreement, the parties indicated that if the company terminates the preliminary contract without good reason, then it does not have the right to demand the seller to return the security. 

Later, MC Bauhemi LLC announced that the agreement is terminated. The company explained that certain circumstances prevented it from fulfilling its obligations.

The founder of "NewCo" Labin appealed to the Arbitration Court of St. Petersburg and the Leningrad Region with a request to recover from the company 17 million rubles. and 4.3 million rubles. for using other people's money. She believed that the termination of the agreement does not exempt the company from the payment of security, because such a obligation arose before the termination. In addition, the company terminated the contract without good reason, because it did not provide evidence to the contrary. The court agreed with the arguments of Labina and satisfied her requirements (case No. A56-14273 / 2018).

The 13th AAS and the Arbitration Court of the North-Western District did not agree with the first instance. The courts concluded that no compensation was required under the contract or by law to the seller. In clause 8.5 of the agreement, the parties secured that Labin has the right to withhold the amount of security transferred by the buyer in case of unmotivated refusal of the contract. But the buyer has no obligation to pay it in compensation for the refusal. Courts noted that the EMC Bauhemi explained the reasons for the termination. Labin appealed to the Supreme Court, which accepted the complaint for consideration. On June 4, 2020, the court decided to uphold the decisions of the appeal and cassation (No. 307-ES19-18281).

Labin appealed to the Supreme Court, which accepted the complaint for consideration. On June 4, 2020, the court decided to uphold the decisions of the appeal and cassation (No. 307-ES19-18281). The sun agreed with the arguments of the appeal and district courts. The Supreme Court also referred to paragraph 15 of the Decree of the Plenum of the Supreme Court of November 22, 2016 No. 54 “On some issues of applying the general provisions of the Civil Code of the Russian Federation on obligations and their fulfillment”. It says that it is impossible to establish an obligation to pay a sum of money for a cancellation of an agreement if the right to refuse is stipulated by a peremptory norm or arises due to violation by another party of an obligation.

From the materials of the case it follows that the parties terminated the pre-contractual agreement on the basis of the notice of the company. At the same time, the security was not paid during the validity period of the preliminary contract, the Sun indicated. He noted that in the notification the company indicated the reasons for refusing the agreement. 

<...> The partner Igor Chumachenko’s act of the Armed Forces does not raise questions. “The definition is correct and justified (albeit short),” the lawyer said. The expert believes that the appeal examined in detail the circumstances of the case, qualified the agreement as preliminary.

You can find the full version of the article here: https://pravo.ru/story/222660/