The principle of freedom of contract, among other things, also means freedom in determining its conditions (if they are not clearly stipulated by a normative act). However, often the participants in the civil turnover cannot immediately determine the conditions that satisfy their interests, therefore, in practice, there has been a procedure for registering disagreements when concluding an agreement.
Instructions
Step 1
Legislatively, the process of resolving disagreements when concluding an agreement is provided only for public contracts (Article 445 of the Civil Code of the Russian Federation, part 1), that is, when the party that sent the offer - the proposal to conclude an agreement is obliged to do this with anyone who is ready to accept it (for example, companies providing utilities, medical institutions, etc.). In practice, the settlement of disagreements when concluding an agreement is formalized by a protocol of disagreements to its draft. This document is initiated by the party that does not agree with the proposed terms.
Step 2
The protocol usually consists of several parts:
- the introductory part, which indicates the name of the parties to the future legal relationship, the details of the contract, about the conditions of which there are disagreements;
- the main one. Here the essence of the disagreement is directly stated. The text can be drawn up in the form of a table, in one of the parts of which the "revision of side A" is stated, and in the other - "the revision of side B". Variants of the controversial terms can be stated in different paragraphs. The protocol reflects each clause of the agreement, containing the conditions requiring settlement, in two versions: proposed and desired;
- the final part contains information about the version in which the text of the agreement is adopted; that this protocol of disagreements is an integral part of the contract, without which it has no legal force; as well as the terms of entry into force of the protocol, which must coincide with the terms of the treaty.
Step 3
The protocol is signed by the party sending it (an authorized person, affixing seals and indicating the details of the organization, an individual entrepreneur or information about an individual). The protocol of disagreements is sent in two copies, one of which, possibly, will be returned by a signed counterparty.
Step 4
The party that received the protocol of disagreements considers and, in agreement with its content, sends back a signed copy of the protocol. The term for consideration of the protocol of disagreements is established by law only for public contracts (30 days from the date of receipt). When concluding other contracts, it is advisable to indicate the desired period in the cover letter. After the expiration of this time, if the signed version is not received, the protocol will be considered rejected or, on the contrary, accepted in the wording of the party that sent it (this should also be indicated in the covering letter).
Step 5
In case of disagreement with the conditions set forth in the protocol of disagreements, it is possible to send the protocol for the settlement of disagreements, in which the text of the protocol of disagreements, and not the treaty itself, will be edited.
Step 6
If the protocol of disagreements is not signed (and the protocol for resolving disagreements), it is considered that the parties have not come to an agreement on the terms of the contract and the latter cannot be concluded. In this case, the issue of resolving disagreements can (and if we are talking about public contracts, it must) be referred to the court.
