A draft law “On Amendments to Articles 317 and 424 of Part One of the Civil Code of the Russian Federation” has been submitted to the State Duma, proposing amendments to the rules for setting prices in civil contracts (the “Draft Law”). The Draft Law proposes to establish a ban on including provisions on the payment of the contract price in rubles in the equivalent of the amount in foreign currency or the indicator of exchange and (or) over-the-counter price indicators on world commodity markets. It follows from the explanatory note to the Draft Law that it was developed as part of measures to ensure the stability of the domestic economy under sanctions.
If the Draft Law is adopted, it will be prohibited to establish such equivalents in contracts (except for foreign trade transactions). For contracts concluded before the adoption of the Draft Law and containing conditions for payment in equivalent, such a contractual condition must be changed and brought into line with the requirements of the Draft Law within 30 days. If the contract is not brought into compliance with the new rules within the said period, payment under the contract shall be made based on the official exchange rate of the Central Bank of the Russian Federation or the established indicator of exchange and (or) over-the-counter price indicators on world commodity markets as of January 1, 2022.
It is noteworthy that this is not the first draft law that proposes to establish a ban on linking the payment of the contract price in rubles in the equivalent amount. At the end of March, an expert opinion of the Council under the President of the Russian Federation on Codification and Improvement of Civil Legislation (“Council”) was prepared for a similar draft law. In its conclusion, the Council reflected that the draft law could not be supported for conceptual reasons, in particular:
- the measure is extraordinary, but nevertheless involves amendments to the general rules of the Civil Code, which have a permanent effect, that is, the proposed regulation will remain in the event of the disappearance of these extraordinary circumstances, which is unacceptable;
- the draft law unreasonably restricts the possibilities of turnover participants to agree on a fair distribution of risks in the obligation, while not ensuring the effective achievement of the public goals pursued by developers.
At the moment, the Draft Law is at the stage of passage by the Chairman of the State Duma.