Before concluding an agreement, the parties to the agreement discuss its terms and the amount of the transaction. Further, the parties will have to sign an agreement. And here there are many possible scenarios for the development of events. Starting from the immediate signing of a ready-made, standard text, to lengthy negotiations, discussions of each individual item. At this stage, it is not uncommon to refuse to conclude the main contract. The law allows you to do this, but there are features that should be taken into account in order to maximally protect their own interests in this situation.
First of all, you need to proceed from the conditions preceding the signing of the contract. If a preliminary agreement was not concluded, and you did not undertake the obligation to sign the main contract, and also did not transfer any sums of money as an advance or a deposit, you can safely refuse to conclude a contract. In this case, you have not yet entered into contractual obligations, and therefore you may not even explain the reason for your refusal. But if this is not the case, you need to take a series of actions aimed at protecting your interests.
It is not uncommon for the parties to sign a preliminary one before signing the main contract. In essence, voluntarily taking on the obligation to conclude a future contract. But in this case, there is an opportunity to refuse to complete the transaction. Here you will need good reasons for such a step and legal preparation that will allow you to defend your position in court, since a unilateral refusal in this case is impossible. Otherwise, your opponent will be able to force you to sign the main contract through the court. To justify the refusal, you will need to provide evidence of a violation of the terms of the preliminary agreement or non-compliance with the rules for drawing up the agreement.
Also, pay attention to the dates. The duration of such an agreement must be specified in the text. In the absence of direct instructions in the contract in accordance with Article 429 Ch. 11 of the Civil Code of the Russian Federation, one year is allotted for the conclusion of the main contract from the date of the conclusion of the preliminary agreement. If it has not been concluded before the end of this period, then the obligations assumed by the parties under the preliminary agreement are terminated.
An additional complexity of the situation can be added by the fact that one of the parties has transferred a sum of money as a deposit or an advance, as well as the presence of documents and witnesses confirming this event. In the event that a preliminary contract was not concluded in this case, the deposit must definitely be returned to the buyer. If there is a preliminary agreement signed by the parties, you should act on the basis of the conditions prescribed in this document.