Sample application for termination of a service contract for 2021-2022.

Contract management Many of us have had to get out of contractual relationships. But this is not as simple as it seems at first glance. What should be done? Is it enough to re-read the terms of the contract and, not finding anything about unilateral termination there, turn to the code? And if such conditions are described in the document, how clear are they and is it easy to apply them in practice?

I suggest using short and at the same time detailed instructions. It is based on the provisions of the first part of the Civil Code of the Russian Federation (hereinafter referred to as the Civil Code of the Russian Federation).

For what reasons does this most often happen?

Service agreements can be drawn up in relation to any services provided to both individuals and legal entities. It can be:

financial;
consulting;
household;
informational;
educational services, etc.

It should be noted that all contracts, regardless of their content, are a kind of preliminary agreement of intent, the execution of which must be confirmed by the presence of certain papers.

IMPORTANT! In the period before the actual implementation of the contract, each of the parties has the full right to refuse it.

The rupture of contractual relations can be explained by a variety of reasons. The most common:

failure of one of the parties to fulfill its obligations;
violation of deadlines for fulfilling the terms of the contract;
delays in payments, etc.

The contract can be terminated even simply because there is no longer a need to provide the service for which it was drawn up (provided, of course, that this service was not provided at the time the application was written).

If the service provider, by the time the application to terminate the contract is received, has incurred any expenses under it, they must be fully compensated by the customer (but only if the service provider provides the necessary supporting documents - checks, receipts, etc.).

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Principles of termination of a contract

The traditions of business relations say that a contract loses its force at the end of the time for which it was concluded, if all obligations between the contracting parties have been fulfilled. Either through the judicial authorities, by mutual agreement or, when permitted by the concluded contract, unilaterally.

Svetlana Zherdina,

lawyer of the international projects group of the law firm VEGAS LEX

The contract must clearly list the grounds for unilateral termination of the contract. Otherwise, the court may refuse such termination (see, for example, Ruling of the Supreme Court of the Russian Federation dated August 21, 2015 No. 310-ES15-4004 in case No. A08-7981/2013, where the court considered that the indication in the contract of mandatory preliminary notification of the party about the upcoming unilateral termination of the contract is not an independent basis for termination of the contract).

Article No. 450 of the Civil Code of the Russian Federation “Grounds for amendment and termination of a contract” determines that if the employment relationship between a company employee and his employer, rental or credit conditions, as well as the terms of a sales transaction are violated, ended or changed, then the contract can be terminated. Article No. 451 of the Civil Code of the Russian Federation “Amendment and termination of a contract due to a significant change in circumstances” establishes the principle that if external conditions have become completely different, so that in the new situation the parties would not enter into a deal, then the contract can be terminated.

The Civil Code of the Russian Federation also regulates that an agreement may contain a prohibition on breaking, in addition, such a restriction can be determined by law. Moreover, the restriction can apply to the entire document or only to some part of it.

Ideally, the parties include in the contract a clause regarding the rules for termination. Typically, this clause states that the parties retain the right to terminate the transaction by drawing up an additional agreement to this effect. It is written in the same form as the document being terminated. An exception is if the law, the contract itself, or the accepted unspoken rules of business relationships do not require a different format.

Termination of the contract by court

If the parties to the transaction were unable to resolve their issue amicably, then the court can resolve this problem. However, at least once the parties must sit down at the negotiating table. If they have not done this, the court will not take the case, but will require that this rule be followed. And only if they could not find a common opinion, or one of the participants refuses to terminate the contract, or ignores the proposal to terminate it within the specified time, then the court will accept their case for consideration.

By the way, the court does not always decide to terminate the contract. If during the hearing of the case it turns out that such an outcome violates the interests of society, or the persons who drew up the agreement will incur costs higher than those incurred by the execution of the transaction, then the court is able to make a decision to change the agreement. But if it is nevertheless terminated, then the court can divide the resulting costs between the parties to the contract according to the principle of fair grounds.

Article No. 451 of the Civil Code of the Russian Federation “Amendment and termination of a contract due to a significant change in circumstances” lists the conditions under which the judicial authority is able to make such a decision:

1) when the contract was concluded, the parties believed that external circumstances would not change negatively;

2) the changes that occurred could neither be foreseen nor overcome under the conditions provided for by the specifics of the contract;

3) if the parties continue to fulfill their obligations under changed conditions, then the interested party will be deprived of the benefits that they could count on when concluding the transaction;

4) business rules or the essence of the transaction do not provide that the risks and dangers of changes in external conditions or circumstances will be the burden of the interested party.

Svetlana Zherdina,

lawyer of the international projects group of the law firm VEGAS LEX

When considering a dispute about amendment and termination of a contract due to a significant change in circumstances, the court will have to establish the existence of a significant change in circumstances, the time of its occurrence, and the ability to reasonably foresee this change. According to established judicial practice, a change in foreign currency exchange rates, a sharp deterioration in the financial condition of one of the parties, or inflation are not recognized as a significant change in circumstances.

In the event that one of the partners in the partnership comes to the understanding that the other party is significantly violating the terms of the document, this may become the basis for demanding compensation for losses that arise as a result of breaking the contract. By agreeing, each party hoped to receive a certain benefit. If termination of a contract results in damages, the law protects the good party.

If one party has the right to terminate a transaction unilaterally, then the law requires that this advantage be used in good faith and reasonably within the limits of existing legal norms. However, the law does not explain what it means conscientiously and reasonably, their boundaries and measure. This means that this measure is determined by the judge. He, depending on his place of residence, will be guided by his regional criteria, customs and norms. Since what is considered reasonable in Yuzhno-Sakhalinsk is not necessarily considered so in St. Petersburg.

The obligations stipulated in the text of the transaction usually cease upon its termination. But there are exceptions. For example, one of the parties is obliged to pay for the goods received, or to pay rent, or to return the property entrusted to it. Warranties for repairs or maintenance are not limited and are valid.

The agreement specifies the existence of claims. If there are complaints, then their essence and when they will be satisfied are indicated as specifically as possible. And it doesn’t matter that the contractual relationship is over, the requirements listed in the contract are binding.

General rules for drawing up a termination agreement

Article No. 452 of the Civil Code of the Russian Federation “Procedure for amending and terminating a contract” establishes that the agreement is drawn up in the same form and form as the contract planned for termination, unless a special limitation or addition is allowed or specified. When a contract is drawn up and concluded in writing, the agreement to terminate it must be written. If the agreement is certified by a notary or registered with government agencies, then the new document must be certified in a notary’s office or registered with government agencies.

This agreement is not strictly or binding. It is usually written in free form; the text should contain several key points:

1. Full name of the agreement, the validity of which is terminated;

2. Full name of the parties, names of organizations, as well as information about the position, first name, patronymic and last name of persons who are authorized to enter into this agreement;

3. The reasons that led to the termination of cooperation.

4. Mutual claims and unfulfilled obligations. If there are any, then it is written down what exactly the claims and obligations are and within what time they must be fulfilled.

5. The time from which the concluded agreement gains legal force, usually from the moment the document is signed, or from a certain date.

6. Number of copies of the agreement and their legal force.

7. Contact details of the parties - addresses, bank details.

8. Data of representatives of the parties (name, surname, position), their signatures and seals of organizations.

All clauses of the agreement must be formulated as clearly and unambiguously as possible, without the possibility of double or expanded interpretation. This approach will help in the event of a possible lawsuit if one of the parties wants to recover additional or unforeseen damages from the other party. If there are important additional documents, it is recommended to list them in the body of the document being compiled.

Svetlana Zherdina,

lawyer of the international projects group of the law firm VEGAS LEX

It is especially important in the termination agreement to clearly establish a list of obligations that remain after termination of the contract. Such obligations, in accordance with the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation dated June 6, 2014 No. 35 “On the consequences of termination of the contract,” may include, in particular, warranty obligations in relation to goods or work under a subsequently terminated contract, a condition on the consideration of disputes under the contract in arbitration, agreements about jurisdiction, applicable law, etc.

Lease termination agreement

The possibility of terminating a lease must be provided for during the preparation phase for signing a lease agreement. This is an extreme measure, but if circumstances develop this way, then both the landlord and the tenant must be prepared for such a turn of events.

According to Article No. 609 of the Civil Code of the Russian Federation “Form and state registration of a lease agreement,” when the lease is made for more than a year (over 365 days), or the party to the lease is a legal entity, then, regardless of the duration of the lease, it must be registered in Rosreestr, the State service of state registration, cadastre and cartography. The document itself is drawn up in writing. This means that the termination agreement is also executed in writing and registered with Rosreestr.

Mutual agreement is the easiest way to end a tenancy. Such a document can be concluded at any time. It is necessary to indicate in it that the property has been returned to the lessor, and to draw up a corresponding deed of transfer of property, which will be an integral part of the agreement.

Svetlana Zherdina

, lawyer of the international projects group of the VEGAS LEX law firm

Within the meaning of Article 609 of the Civil Code of the Russian Federation, a simple written form is provided for all lease agreements (including lease of movable property) concluded for a period of more than one year, as well as for lease agreements to which a legal entity is a party. Real estate lease agreements concluded for a period of at least one year are subject to state registration.

The termination agreement also requires the parties to determine the fate of the down payments already made by the tenant.

In addition to mutual agreement, the lease can be terminated by a court order. The lessor’s right to such an operation is enshrined in the Civil Code of the Russian Federation, Article No. 619 “Early termination of the contract at the request of the lessor.” It states that the landlord has the right to apply to the court for the following reasons if the tenant:

significantly or repeatedly violates the terms of the transaction for the use of leased assets;
significantly deteriorates leased buildings, structures, premises and other material assets;
does not pay rent more than twice in a row within the period established by the document;
obliged, but does not carry out major repairs.

There may be other reasons, which are discussed in Article No. 450 of the Civil Code of the Russian Federation “Grounds for amendment and termination of the contract.”

The landlord, before going to court, must contact the tenant in writing and demand that he fulfill his obligations in accordance with the accepted conditions.

Svetlana Zherdina

, lawyer of the international projects group of the VEGAS LEX law firm

It should be noted that if the lease agreement does not specify a period for sending notice of unilateral termination of the agreement, either party has the right to withdraw from the agreement by notifying the other party one month in advance (for the lease of movable property) or three months in advance (for the lease of immovable property). property).

The Civil Code of the Russian Federation also provides that the tenant may terminate the lease if the landlord:

does not transfer property or interferes with its use;
did not specify all the shortcomings of rental real estate and material assets that prevent the full use of this property;
obliged, but does not carry out major repairs.

The tenant also has the right to terminate the lease through the court if the transferred real estate and other material assets have become unusable for reasons beyond the control of the landlord.

Agreement on termination of employment contract

Article 78 of the Labor Code of the Russian Federation, dedicated to the termination of an employment contract by agreement of the parties, determines that in this case, termination can be carried out at a time when it is convenient. The initiator of such a decision can be a hired employee or an employer.

The norms of the Labor Code of the Russian Federation establish that an employment contract is drawn up in writing, one copy for each party. The termination agreement is also executed in two copies of equal legal force, in writing. The essence of Article No. 78 of the Civil Code of the Russian Federation is that the parties agree, and do not notify, about the termination of their obligations within the framework of labor relations and dismissal; the differences between these methods are as follows:

there is no notice period, the employment contract can be terminated at the convenience of the parties;
the trade union does not influence the nuances and features of the agreement between the parties;
no one is obliged to notify of the reasons that led to the decision on such an agreement, and to record these reasons anywhere, in any documents;
the agreement can be used even if the probationary period has not expired, or upon termination of cooperation under an employment contract concluded for a certain period;
Any terms of the agreement regarding terms, monetary and other compensation and conditions of dismissal are possible if they suit the contracting parties.

This termination agreement may be cancelled. This also requires mutual consent of the parties.

With such dismissal, the employee has the opportunity to apply for a much larger unemployment benefit than if dismissed at his own request. Such an agreement is also beneficial for the employer. If the employee changes his mind about resigning, or if the dismissed person decides to be reinstated through an appeal to the court and a corresponding court decision or with the help of the State Labor Inspectorate, he will be denied.

Such an agreement is developed individually for employees; each employee receives their own document form. This is true even when an organization terminates employment relationships with several employees at once and, during negotiations with them, uniform conditions and principles of dismissal are developed.

Svetlana Zherdina,

lawyer of the international projects group of the law firm VEGAS LEX

There is judicial practice according to which an employee dismissed by agreement of the parties can be reinstated at work through the court. We are talking about situations related to the reinstatement of pregnant women to work. Thus, the Supreme Court of the Russian Federation, in ruling No. 18-KG16-45 dated June 20, 2021, declared unlawful the dismissal of an employee who was pregnant at the time of termination of the contract by agreement of the parties, but found out about this after the dismissal.

In addition, employees sometimes manage to prove in court that the conclusion of an agreement to terminate an employment contract is due to unlawful actions of the employer, pressure on the employee (see, for example, the Appeal ruling of the Supreme Court of the Republic of Mordovia dated April 16, 2013 in case No. 33-783/2013 , Appeal ruling of the Khabarovsk Regional Court dated April 22, 2015 in case No. 33-2423/2015).

It should be noted that dismissal by agreement of the parties should not cover up dismissal in connection with the liquidation of the enterprise in order to avoid payment of compensation. Such dismissal may be considered illegal.

The document must indicate and specify: the basis and period of dismissal, the amount of severance pay accrued. It is recommended to indicate that the amount of this benefit is final and is not subject to revision or appeal. It is also worth supplementing the text with the phrase that the parties do not have unfulfilled obligations or claims. The agreement is drawn up in writing, in two copies of equal force and endorsed by the personal signature of the head of the company.

The personnel service of the enterprise must draw up an order to terminate the employment relationship. This is the standard form of orders No. T-8 and T-8a, which were adopted and approved by the State Statistics Committee of Russia. The basis for dismissal is the mentioned agreement, the wording is “termination of the employment contract by agreement of the parties (clause 1, part 1, article 77 of the Labor Code of the Russian Federation).”

In addition to the order, the personnel service employee writes in the employee’s work book “The employment contract is terminated by agreement of the parties, paragraph 1 of part 1 of Article 77 of the Labor Code of the Russian Federation.” The employee writes the word “Acquainted” and puts his signature under this entry. After which the book is issued to the already dismissed employee. After this, the former employee signs in the work record book and in his personal file

Notice of termination of contract

To comply with formalities, a party planning to terminate a previously concluded contract must send notice of this to the other party in advance. This is a necessary procedure. Without such notification, it will be considered that the fulfillment of obligations assumed under the contract has been stopped without sufficient legal grounds. If this is not provided for in the concluded contract, then the other party to the transaction has the right to seek protection in court and demand recovery of damages.

Svetlana Zherdina,

lawyer of the international projects group of the law firm VEGAS LEX

It is necessary to send a notice of termination of the contract in order to comply with the pre-trial procedure for resolving disputes. When subsequently applying to court to terminate the contract, the plaintiff will need to provide evidence confirming the adoption of measures to resolve the dispute with the defendant (see paragraph 60 of the Resolution of the Plenum of the Supreme Court of the Russian Federation No. 6, Plenum of the Supreme Arbitration Court of the Russian Federation No. 8 of July 1, 1996).

The text of the notification must contain the following information:

information about the sender and recipient of the letter;
name of the document being terminated, parties, reasons and legal grounds for termination;
additions and clarifications, indicating the date of termination, as well as the period within which it is necessary to respond to the notification received;
additional investments and documents required for termination;
details, signature, date.

According to the rules of business etiquette, a notice of termination of a contract is drawn up on the enterprise’s corporate letterhead, endorsed by the head of the company or another person with the right to sign, and registered in the journal of outgoing documents. Next, it is handed over to the recipient in person, requiring the signature “first copy received” on the second copy of the notification, or sent by registered mail.

The recipient of the notification must respond to the letter no later than the time specified in the agreement or in the notification. When the deadline is not established, the Civil Code of the Russian Federation allocates 30 days for this from the date of receipt of the document. If the recipient does not respond, the sender has the right to apply to the judicial authorities to terminate the contract.

Svetlana Zherdina

, lawyer of the international projects group of the VEGAS LEX law firm

The article describes the procedure for sending a notice of termination of a contract if the contract or law does not provide for the right to unilateral termination. If the law or contract provides for the possibility of unilateral refusal of the contract, such a contract is considered terminated from the moment when notice of termination is delivered or is considered delivered, unless otherwise provided by law or contract.

What to refer to when terminating a contract

The law provides the customer with the right to refuse services under the contract. In this case, there is no need to go to court - this is indicated by paragraph 1 of Article 782, Part 2 of the Civil Code of the Russian Federation dated January 26, 1996 No. 14-FZ.

A citizen who is a consumer of services and uses them for personal needs (not related to commercial activities) has the opportunity to refer in his application for termination of the contract to Article 32 of the Law of the Russian Federation “On the Protection of Consumer Rights” dated 02/07/1992 No. 2300-1.

It should be noted that sometimes the contractor requires to show papers indicating a valid reason for severing the contractual relationship. Such a requirement is unlawful, since the customer can refuse the contract even without giving reasons.

But if the termination occurs due to the fault of the contractor, the customer should attach written evidence of this to the application (checks for payment for services performed poorly or not performed at all, etc.) - this may be useful in the future if the case goes to court.

How to terminate

By mutual agreement

The parties have the right to agree and terminate the contract by agreement of the parties, this is done before the expiration of its term. The basis is mutual agreement (clause 1 of Article 450 of the Civil Code). Please note that:

to terminate an agreement concluded in favor of a third party, it is necessary to obtain his consent, unless otherwise provided by law, other legal acts or by himself (clause 2 of Article 430);
in a multilateral transaction, the consent of the majority of the parties is sufficient if this is allowed by the business contract and is not prohibited by law (Clause 1 of Article 450 of the Civil Code of the Russian Federation).

Out of court unilaterally

Such termination is carried out on the grounds provided for:

law or other legal act;
agreement (its violation by the counterparty, the occurrence of specified circumstances).

IMPORTANT!

If only one of the parties conducts business activities, then unilateral termination of the contract in the Civil Code of the Russian Federation is permitted only to its counterparty (clause 2 of Article 310 of the Civil Code).

Through the court

The Civil Code determines the procedure for terminating a contract in court and prescribes the grounds for this:

significant violation of the terms by the other party (clause 2 of Article 450 of the Civil Code). The violation is recognized as material by law or agreement. To terminate, you will have to prove that it was completed, or justify its significance, if it was not named in the law or agreement as the basis for termination;
other violation provided for by law or contract (clause 2 of article 450 of the Civil Code of the Russian Federation). Example - violation of the terms of the lease provided for in paragraph 3 of Art. 611 and art. 620 GK;
the occurrence of other circumstances provided for by law or contract that are not related to the violation of the latter (Clause 2 of Article 450 of the Civil Code of the Russian Federation). For example, the prescribed basis is a unilateral change in price by the counterparty;
a significant change in circumstances (clause 1 of Article 451 of the Civil Code), which is very difficult to prove.

Features of drawing up an application

Now there is no generally applicable, standard application form, so you can write it in free form, based on your own vision of this document. The main thing when preparing it is to ensure that the sequence of its contents meets certain standards for drawing up business documentation.

The document should be roughly divided into three parts:

beginning - information about the addressee and applicant;
the main section is a request to terminate the application, as well as information about the contract and the reasons for its termination;
conclusion - a list of attached documents and a signature.

There are no special criteria for the design of the document, just like for its content, i.e. The application may be written manually or typed on a computer. For a printed document, an ordinary blank piece of paper of any convenient format is suitable (A4 or A5 are mainly used).

It is recommended to write the application in two identical copies , one of which should be given to the representative of the organization providing services under the contract, the second should be kept with you, having previously secured a mark on it that the contractor has received a copy.

Why is it important to terminate a contract legally?

The agreement confirms the entrepreneur’s responsibility to the customer. He is obliged to complete repairs, prepare a student for the Unified State Exam or develop a website. The opportunity to pick up and quit a job without consequences is rare. Usually the customer suffers losses, which he has the right to return under Art. 393 and 393.1 of the Civil Code of the Russian Federation. If he goes to court, you will most likely lose.

An example of incorrect termination of a contract

Irina develops websites. She entered into a contract agreement with Dmitry. She estimated the entire work at 50,000 rubles and took an advance payment of 25,000 rubles. The deadline has passed, but there are no results. Irina ignores the letters, does not return the advance payment and does not even pay attention to the complaint.

Dmitry found another performer and paid him 75,000 rubles. I launched the website by the beginning of the business season, as planned. And then he went to the arbitration court.

As a result, Irina paid 147,000 rubles:

— 25,000 rubles — for an unpaid advance,

- 25,000 rubles - because the customer had to pay more to another contractor.

- 2000 rubles - for state duty.

— 95,000 — for the customer’s expenses for a lawyer.

Irina's reputation will also suffer. Customers will check it in services like Kontur.Focus or on the website of the arbitration court. They will discover that she deceived the client and will choose another contractor.

Case No. A50-28821/2017

Sample application for termination of a service agreement

At the top of the document (right or left does not matter) you should indicate:

position, full name of the manager, name and address of the performing company under the service contract;
information about the applicant: full name, registration address and telephone number, passport details.

Then, in the middle of the form, write the word “application” and put a dot.

The main block of the application contains the actual request to terminate the contractual relationship. Here you need to indicate:

date and number of the agreement, parties (all this is entered in full accordance with the main document);
the reason and date of the break, as well as the articles of the legislation of the Russian Federation justifying these actions and the clauses of the contract itself;
a request for a refund of the advance payment (if the customer has paid it).

If necessary, the application can be supplemented with other information (depending on individual circumstances).

Results

So, when terminating a supply contract at the initiative of one of its parties, a mandatory condition is that it sends a corresponding notice to the other party.
In this case, the document must contain information about both parties to the agreement, as well as set out the reasons why the agreement is subject to termination, and indicate the date the document was sent to the counterparty. You can find more complete information on the topic in ConsultantPlus. Free trial access to the system for 2 days.

After writing the application

After completing the application, it must be transferred to the other party to the contractual relationship. You can do this in several ways:

the first and most reliable is to give it personally, from hand to hand to the service provider;
send the document via regular mail by registered mail with return receipt requested (with a list of attachments) - this route also guarantees that the message will reach the recipient;
submit the application through a representative, but only if he has a valid, duly certified power of attorney from the applicant;
send an application via email, but only if such a procedure is specified in the contract;
if there is electronic document flow between the parties, then it is allowed to send the application through the user’s personal account or via Internet banking (in situations when we are talking about credit institutions and their clients).

Risks and consequences

In most cases, contract termination damages the supplier's reputation. And Entry into the Register of Unscrupulous Suppliers prohibits participation in government tenders in accordance with sections 223-FZ and 44-FZ. This limit is valid for 2 years.

During this time, the client will not be able to enter into a contract and the application process will have to be paused and restarted.

Anyone who asserts an invalid contract may be fined for non-performance and the defendant must suffer financial loss. In accordance with Article 453 (5) of the Civil Code of the Russian Federation, any party, customer or supplier may claim compensation for losses resulting from the expiration of the contract. If both parties agree, payment can be made after the first procedure.

Eight types of violations when concluding government contracts in accordance with 223-FZ and various types of sanctions for these violations are set out in section 7.32.3 of the Russian Federation Regulations.

The same goes for legal fees.

There is also a risk that the applicant will be prosecuted if the court finds the application to be unlawful. Therefore, it is important to familiarize yourself with all the legal terms of the contract before making a decision.

To get legal advice on unilateral refusal to fulfill a contract, fill out the feedback form on the website or just call

The contract can be replaced by either the buyer or the supplier. However, this decision needs to be fundamentally reconsidered, and all facts of non-compliance are important. In such cases, it is advisable to reach an agreement before terminating the contract using legal action or unilateral methods.

What to do if the contractor does not want to break off the relationship

In case of failure to comply with the requirements specified in the notice of termination of the contract, in other cases (continuation of work), it is necessary to go to court and attach all available documents regarding the transaction and proof of delivery of the notice to the other party to the statement of claim.

After receiving the notification, the customer should not accept any additional work and sign the relevant acts in order to avoid taking actions aimed at actually continuing the execution of the transaction.

When can you unilaterally cancel a contract?

When concluding a contract, the parties, both the customer and the contractor, do not always adequately assess their strength and ability to fulfill all their obligations.
It is possible to refuse if such a right is granted to the parties by law or transaction (clauses 1, 2 of Article 310, Article 450.1 of the Civil Code of the Russian Federation).

The law allows the contractor to refuse the deal if there are grounds for terminating the contract:

if you notified the customer of the need to eliminate circumstances that carry the risk of a negative impact on the result, but the customer did not eliminate them (clause 3 of Article 716 of the Civil Code of the Russian Federation): did not replace defective materials, provided unsuitable equipment;
the customer does not fulfill counter-obligations (clause 2 of Article 719 of the Civil Code of the Russian Federation): does not provide materials or equipment, does not pay an advance (Resolution of the Plenum of the Armed Forces of the Russian Federation dated November 22, 2016 No. 54);
the provided materials and equipment cannot be used without compromising quality (Clause 3, Article 745 of the Civil Code of the Russian Federation).

An entrepreneurial contract (with a legal entity or individual entrepreneur) may provide for an unmotivated refusal (without explanation).

To the customer art. 717 of the Civil Code of the Russian Federation provides the possibility of unmotivated refusal (both in business and in everyday relations) if the contractor did not deliver the work within the prescribed period and there is no prohibition on such a right in the contract.

The text must clearly state the possibility of unilateral notification (not by agreement of the parties or a court decision) in order to avoid the recognition of actions as unlawful (resolution of the Arbitration Court of the North-Western District of October 14, 2015 in case No. A56-57201/2014).

In case of a reasoned refusal (the conditions presuppose the presence of some basis), the grounds for terminating the work contract are as follows:

the deadline for delivery was violated (clause 3 of Article 708 of the Civil Code of the Russian Federation);
due to additional work, the price increased (clause 5 of Article 709 of the Civil Code of the Russian Federation);
the work has not started on time or is being carried out so slowly that delivery on time is impossible (clause 2 of Article 715 of the Civil Code of the Russian Federation);
the contractor does not eliminate the shortcomings and it becomes obvious that the work will not be performed properly (clause 3 of Article 715 of the Civil Code of the Russian Federation);
the deficiencies in the work are significant and cannot be eliminated or are not eliminated within the prescribed period (Clause 3 of Article 723 of the Civil Code of the Russian Federation).

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